Common use of Resignation or Removal of Owner Trustee Clause in Contracts

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and the Indenture Trustee. Upon receiving such notice of resignation, the Sponsor, shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The (a) Subject to paragraph (c) of this Section, the Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and the Indenture TrusteeAdministrator. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the which satisfies that eligibility requirements of set forth in Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee mayTrustee, as applicable, may petition (at the expense of the Trust, petition Depositor) any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided. (b) Subject to paragraph (c) of this Section, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee. If the Sponsor Administrator or the Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentencesentences, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Trustee and one copy to the Depositor, together with the basis for removal. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and in the case of removal payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency. Any costs associated with the removal of the Owner Trustee shall be paid by the Administrator.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Trust Depositor and the Indenture TrusteeServicer at least 30 days before the date specified in such instrument. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of qualifications set forth in Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02, Administrator or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Trust Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility qualification requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay Trustee together with payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Owner Trustee have been paid and until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee10.03.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust Company or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrator and the Indenture TrusteeInsurer. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee; provided that the Depositor and the Insurer shall have received written confirmation from each Rating Agency that the proposed appointment will not result in an increased capital charge to the Insurer by either Rating Agency. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator or the Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if at any time the Owner Trustee shall fail have breached any representation or warranty contained in Section 7.03(a)(iii) (without regard to perform its obligations under this Agreementany knowledge qualification), then the Sponsor Administrator or the Insurer may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee shall be removed under the authority of the immediately preceding sentence, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting acceptable to the eligibility requirements of Section 10.01 Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If, for any reason, Wilmington Trust Company or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ thirty (30) days prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust, National Association or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, National Association, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee or any successor thereof (a) shall resign if required to do so pursuant to Section 7.02(b) of the Participation Agreement and (b) may resign at any time resign and be discharged from the trusts hereby created without cause by giving 30 at least 60 days’ ' prior written notice thereof to the Sponsor Trustor and the Indenture Trustee. Upon receiving , such notice of resignation, the Sponsor, shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, resignation in duplicate, one copy of which instrument shall each case to be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, petition any court of competent jurisdiction for effective only upon the appointment of a successor Owner Trustee; providedtrustee and the acceptance of such appointment by such successor. In addition, however, that the Trustor may at any costs incurred by time remove the Owner Trustee that are associated with such petition shall be reimbursed without cause by an instrument in writing delivered to the Owner Trustee if and the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease Indenture Trustee, such removal to be eligible in accordance with effective only upon the provisions appointment by the Trustor of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee meeting and the eligibility requirements acceptance of Section 10.01 such appointment by written instrument, in duplicate, one copy such successor. Upon the giving of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any notice of resignation or removal of the Owner Trustee and appointment of Trustee, the Trustor may appoint a successor Owner Trustee pursuant to any of by an instrument signed by the provisions of this Section 10.02 Trustor. If the Trustor shall not become effective until acceptance of appointment by the have so appointed a successor Owner Trustee pursuant within 30 days after such resignation or removal, the Owner Trustee, the Indenture Trustee or the Trustor may apply to Section 10.03 and payment any court of all fees and expenses owed competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor or successors shall have been appointed by the Trustor as above provided. Any successor Owner Trustee so appointed by a court shall be superseded by any successor Owner Trustee subsequently appointed by the Trustor. The appointment of any successor Owner Trustee shall be subject to the outgoing Owner Trusteeconditions set forth in Section 11.01 of the Participation Agreement.

Resignation or Removal of Owner Trustee. (a) The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrator and the Indenture Depositor, and will provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the resignation of the Owner Trustee. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the applicable successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that such right to appoint or to petition for the appointment of any costs incurred by such successor shall in no event relieve the resigning Owner Trustee that are associated with from any obligations otherwise imposed on it under the Basic Documents until such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee successor has in fact assumed such appointment. (in the manner and as provided for in this Agreement). b) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 9.1 or resigns pursuant to Section 9.2 of this Agreement and the ineligible or non-resigning Owner Trustee shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of if at any time an Insolvency Event with respect to the Owner Trustee or of its property shall have occurred and be appointedcontinuing, or then the Administrator may remove the Owner Trustee. If at any public officer shall take charge or control of time the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform comply with any of its obligations under Section 9.2 or Section 9.4 of this AgreementAgreement or Article X of the Sale and Servicing Agreement during the period that the Depositor is required to file Exchange Act Reports with respect to the Trust and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Sponsor Depositor may remove the Owner Trustee. If the Sponsor Administrator or Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 Trustee, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and removed, one copy to the successor Owner Trustee, and one copy to the Depositor, together with the basis for removal and shall pay all fees and expenses owed to the outgoing Owner Trustee. . (c) Any resignation or removal of the an Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 9.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and 9.3, payment of all fees and expenses owed to the outgoing Owner Trustee and the filing of a certificate of amendment to the Certificate of Trust if required by the Statutory Trust Statute. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to the Certificateholders, the Indenture Trustee, the Noteholders and each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust, National Association or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, National Association, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ thirty (30) days prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust, National Association or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, National Association, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Security Insurer and the Indenture TrusteeServicer at least 30 days before the date specified in such instrument. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of qualifications set forth in Section 10.01 9.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 . 9.1 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Security Insurer and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Owner Trustee have been paid and until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment 9.3. The Depositor shall provide notice of all fees and expenses owed such resignation or removal of the Owner Trustee to each of the outgoing Owner TrusteeRating Agencies.

Resignation or Removal of Owner Trustee. (a) The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and the Indenture TrusteeTrust Depositor. Upon receiving such notice of resignation, the Sponsor, Trust Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy shall be delivered to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee mayTrustee, at the expense of the TrustTrust Depositor, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by . (b) The Trust Depositor may remove the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time without cause or at any time (1) that the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02, Trust Depositor or if at any time (2) the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor may remove the Owner Trustee. If the Sponsor Trust Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Trust Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one (1) copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, and one (1) copy shall be delivered to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Trustee in its individual capacity. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of the appointment by the successor Owner Trustee pursuant to Section 10.03 and has become effective and, in the case of removal, payment of all accrued and unpaid fees and expenses owed to the outgoing Owner Trustee in its individual capacity. The Trust Depositor shall provide notice of such resignation or removal of the Owner Trustee to all Holders, the Trustee, the Servicer and any Rating Agency.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor (or in the event that the Sponsor is not the sole Residual Certificateholder, the Holders of Residual Certificates evidencing not less than a majority in interest in the Trust), the Insurer and the Indenture TrusteeServicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy with additional copies to the successor Owner TrusteeTrustee and the Insurer provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 11.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Residual Certificateholder with the consent of the Insurer may remove the Owner Trustee. If the Sponsor Residual Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 11.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Sponsor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 5.2(b) and the subsequent consent of Residual Certificateholders representing no less than a 66-2/3% Percentage Interest of the Residual Certificates in the Trust, the Owner Trustee may be removed as Owner Trustee, subject to the consent of the Insurer, which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrator and the Indenture TrusteeInsurer. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee; provided that the Depositor and the Insurer shall have received written confirmation from each Rating Agency that the proposed appointment will not result in an increased capital charge to the Insurer by either Rating Agency. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator or the Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator or the Insurer may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee shall be removed under the authority of the immediately preceding sentence, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting acceptable to the eligibility requirements of Section 10.01 Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor (or in the event that the Sponsor is not the sole Residual Certificateholder, the Holders of Residual Certificates evidencing not less than a majority in each class), the Insurer and the Indenture TrusteeServicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy with additional copies to the successor Owner TrusteeTrustee and the Insurer provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 11.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor with the consent of the Insurer may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 11.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Sponsor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 5.2 and the subsequent consent of Residual Certificateholders representing no less than a 66-2/3% Percentage Interest of each Class, the Owner Trustee may be removed as Owner Trustee, subject to the consent of the Insurer, which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 thirty (30) days’ prior written notice thereof to the Sponsor and the Indenture Trustee. Upon receiving such notice of resignation, the Sponsor, shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Trust Depositor and the Indenture TrusteeServicer at least 30 days before the date specified in such instrument. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of qualifications set forth in Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02, Administrator or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator, may remove the Owner Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Trust Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility qualification requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay Trustee together with payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Owner Trustee have been paid and until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee10.03.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor (or in the event that the Depositor is not the sole Certificateholder, the Certificate Majority), any Series Support Provider and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to any Series Support Provider by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, or any Series Support Provider may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor may remove the Owner Trustee. If the Sponsor Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to any Series Support Provider and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Trust, the Sponsor, the Servicer and the Indenture Trustee. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 11.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Certificateholders or the Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Certificateholders or the Sponsor, may remove the Owner Trustee. If the Certificateholders or the Sponsor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Sponsor, shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 11.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 11.03, and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies and the Indenture Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and the Indenture TrusteeServicer. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignationresignation (or after removal pursuant to the following paragraph), the resigning Owner Trustee may, at the expense of the Trust, so resigning or being removed may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Servicer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Servicer may remove the Owner Trustee. If the Sponsor Servicer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay Trustee along with payment of all fees and expenses other amounts, if any, owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Transferor; provided, however, that such resignation and discharge shall only be effective upon the Indenture appointment of a successor Owner Trustee. Upon receiving such notice of resignation, the Sponsor, Transferor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 9.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Transferor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Transferor may remove the Owner Trustee. If the Sponsor Transferor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Transferor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall pay all fees and expenses amounts owed to the outgoing Owner TrusteeTrustee in its individual capacity. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 9.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment 9.03. The Transferor shall provide notice of all fees and expenses owed such resignation or removal of the Owner Trustee to each of the outgoing Owner TrusteeRating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and the Indenture TrusteeAdministrator. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 and Section 3807(a) of the Delaware Statutory Trust Act by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; , provided, however, that such right to appoint or to petition for the appointment of any costs incurred by such successor shall in no event relieve the resigning Owner Trustee that are associated with from any obligations otherwise imposed on it under the Basic Documents until such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (successor has in the manner and as provided for in this Agreement)fact assumed such appointment. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or the requirements of Section 3807(a) of the Delaware Statutory Trust Act) and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator, or if at any time an Insolvency Event with respect to the Owner Trustee shall have occurred and be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreementcontinuing, then the Sponsor Administrator may remove the Owner Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Issuing Entity, the Sponsor, the Servicer and the Indenture Trustee. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 11.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Certificateholders or the Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Certificateholders or the Sponsor, may remove the Owner Trustee. If the Certificateholders or the Sponsor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Sponsor, shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 11.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 11.03, and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies and the Indenture Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of written notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its 27 (NALT 2023-B Amended and Restated Trust Agreement) property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ thirty (30) days prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust, National Association or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, National Association, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.. 28 (NAROT 2019-B Amended & Restated Trust Agreement)

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Sponsor, the Insurer and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then a majority of the Certificateholders with the consent of the Insurer (so long as no Insurer Default shall fail to perform its obligations under this Agreement, then the Sponsor have occurred and is continuing) may remove the Owner Trustee. If a majority of the Sponsor Certificateholders shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.,

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust, National Association or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, National Association, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.. 22 (Nissan 2012-B Amended & Restated Trust Agreement)

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.. 25 (NALT 2015-A Amended and Restated Trust Agreement)

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ ' prior written notice thereof to the Sponsor Depositor, the Certificateholders and the Indenture Trustee. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Owner Trustee shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Owner Trustee. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint (subject to the consent of the Certificateholders, which consent shall not be unreasonably withheld) a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 9.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, liquidation or the Owner Trustee shall fail to perform fulfill its obligations under this Section 9.02 with respect to notice to the Depositor or Article XI of the Sale and Servicing Agreement, and such failure continues for the lesser of [10] calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then the Sponsor Depositor may remove the Owner Trustee. If the Sponsor Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint (subject to the consent of the Certificateholders, which consent shall not be unreasonably withheld) a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Trust Administrator shall provide notice of such resignation or removal of the Owner Trustee to the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. [If for any reason, [ ] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [ ], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture.] Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.. 25 (NALT 2014-B Amended and Restated Trust Agreement)

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ thirty (30) days prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust, National Association or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, National Association, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. 28 (NAROT 2019-A Amended & Restated Trust Agreement) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor (or in the event that the Sponsor is not the sole Certificateholder, the Holders of Certificates evidencing not less than a majority in interest in the Trust), the Insurer and the Indenture TrusteeServicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Certificateholder with the consent of the Insurer may remove the Owner Trustee. If the Sponsor Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Sponsor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 4.2(b) and the subsequent consent of Certificateholders representing no less than a 66-2/3% interest in the Trust, the Owner Trustee may be removed as Owner Trustee , subject to the consent of the Insurer, which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ ' prior written notice thereof to the Sponsor Depositor, the Certificateholders and the Indenture Trustee. As a condition to the effectiveness of any such resignation, at least 15 calendar days prior to the effective date of such resignation, the Owner Trustee shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Owner Trustee. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint (subject to the consent of the Certificateholders, which consent shall not be unreasonably withheld) a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 9.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, liquidation or the Owner Trustee shall fail to perform fulfill its obligations under this Section 9.02 with respect to notice to the Depositor or Article XI of the Sale and Servicing Agreement, and such failure continues for the lesser of 10 calendar days or such period in which the applicable Exchange Act Report can be filed timely (without taking into account any extensions), then the Sponsor Depositor may remove the Owner Trustee. If the Sponsor Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint (subject to the consent of the Certificateholders, which consent shall not be unreasonably withheld) a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Trust Administrator shall provide notice of such resignation or removal of the Owner Trustee to the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust, National Association or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, National Association, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.. 22 (Nissan 2013-A Amended & Restated Trust Agreement) Table of Contents

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, [____________] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [____________], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall pay or cause to be paid all fees fees, expenses and expenses other compensation then owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.. 25 (NALT 2014-A Amended and Restated Trust Agreement)

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Sponsor, the Insurer and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then a majority of the Certificateholders with the consent of the Insurer (so long as no Insurer Default shall fail to perform its obligations under this Agreement, then the Sponsor have occurred and is continuing) may remove the Owner Trustee. If a majority of the Sponsor Certificateholders shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee acceptable to the Insurer, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all reasonable fees and expenses owed to the outgoing Owner Trustee. The Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies and the Insurer. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 4.2(b) and the subsequent consent of Certificateholders representing no less than a 66-2/3% interest in the Trust, the Owner Trustee may be removed as Owner Trustee, subject to the consent of the Insurer (so long as no Insurer Default shall have occurred and is continuing), which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created its duties hereunder by giving 30 days’ prior written notice thereof to the Sponsor Depositor (or in the event that the Depositor is not the sole Residual Certificateholder, the Holders of Residual Certificates evidencing not less than a majority in each class), the Insurer and the Indenture TrusteeServicer. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy with additional copies to the successor Owner TrusteeTrustee and the Insurer provided that the Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 11.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor with the consent of the Insurer may remove the Owner Trustee. If the Sponsor Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer and one copy to the successor Owner Trustee, Trustee and the Depositor shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 11.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 5.2 and the subsequent consent of Residual Certificateholders representing no less than a 66-2/3% Percentage Interest of each Class (or, during the Managed Amortization Period, the Class O Certificates only), the Owner Trustee may be removed as Owner Trustee, subject to the consent of the Insurer, which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.. 26 (NALT 2016-A Amended and Restated Trust Agreement)

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ thirty (30) days prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust, National Association or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, National Association, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. 28 (NAROT 2019-C Amended & Restated Trust Agreement) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.. 25 (NALT 2015-B Amended and Restated Trust Agreement)

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, [•] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [•], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner 26 (NALT 2016-B Amended and Restated Trust Agreement) Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall 26 (NALT 2013-A Amended and Restated Trust Agreement) promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrator and the Indenture TrusteeInsurer. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee; provided that the Depositor and the Insurer shall have received written confirmation from each Rating Agency that the proposed appointment will not result in an increased capital charge to the Insurer by either Rating Agency. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided. If, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time time, the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator or the Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator or the Insurer may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee shall be removed under the authority of the immediately preceding sentence, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting acceptable to the eligibility requirements of Section 10.01 Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Insurer may petition, at the expense of the Depositor, any court of competent jurisdiction for the appointment of a successor Owner Trustee acceptable to the Insurer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to the Depositor, the Indenture Trustee, the Insurer, the Noteholders and to each Rating Agency.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ thirty (30) days prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust, National Association or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust, National Association, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. 28 (NAROT 2020-A Amended & Restated Trust Agreement) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may --------------------------------------- at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Seller; provided, however, that such resignation -------- ------- and discharge shall only be effective upon the Indenture appointment of a successor Owner Trustee. Upon receiving such notice of resignation, the Sponsor, Seller shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, Seller may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 9.1 and shall fail to resign in after written ----------- request therefor by the manner provided for in Section 10.02Seller, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor may Seller may, but shall not be required to, remove the Owner Trustee. If the Sponsor Seller shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Seller shall promptly (i) appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall (ii) pay all fees and expenses amounts owed to the outgoing Owner TrusteeTrustee in its individual capacity. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 9.2 ----------- shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and 9.3 and, in the case of removal, payment of ----------- all fees and expenses owed to the outgoing Owner TrusteeTrustee (as such or in its individual capacity). The Seller shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor and the Indenture TrusteeServicer at least 30 days before the date specified in such instrument. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02, Depositor or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor may remove the Owner Trustee. If the Sponsor Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility qualification requirements of Section 10.01 10.1 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Owner Trustee have been paid and until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment 10.3. The Depositor shall provide notice of all fees and expenses owed such resignation or removal of the Owner Trustee to each of the outgoing Owner TrusteeRating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ thirty (30) days prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, [ ] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [ ], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 28 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement) by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor (or in the event that the Sponsor is not the sole Residual Certificateholder, the Holders of Residual Certificates evidencing not less than a majority in interest in the Trust), the Insurer, Xxxxxxx Mac and the Indenture TrusteeServicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 11.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Residual Certificateholder with the consent of the Controlling Party may remove the Owner Trustee. If the Sponsor Residual Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer, one copy to Xxxxxxx Mac and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 11.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Sponsor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 5.2(b) and the subsequent consent of Residual Certificateholders and Class A-1 Securityholders representing no less than a 66-2/3% Percentage Interest of each of the Residual Certificateholders and Class A-1 Securityholders in the Trust, the Owner Trustee may be removed as Owner Trustee, subject to the consent of the Controlling Party, which consents are not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent, the Servicer, each Rating Agency, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, Wilmington Trust Company or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee . 28 (in the manner NALT 2006-A Amended and as provided for in this Restated Trust Agreement). ) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which, for in Section 10.02this purpose, includes Trust Certificates owned by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Depositor shall provide (or shall cause to be provided) notice of such resignation or removal of the Owner Trustee and the appointment of a successor Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Sponsor, the Note Insurer and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Note Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then a majority of the Certificateholders with the consent of the Note Insurer (so long as no Note Insurer Default shall fail to perform its obligations under this Agreement, then the Sponsor have occurred and is continuing) may remove the Owner Trustee. If a majority of the Sponsor Certificateholders shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Note Insurer and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee. , if not previously paid by Trust A. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all reasonable fees and expenses owed to the outgoing Owner Trustee. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 4.2(b) and the subsequent consent of Certificateholders representing no less than a 66-2/3% interest in Trust A, the Owner Trustee may be removed as Owner Trustee , subject to the consent of the Note Insurer (so long as no Note Insurer Default shall have occurred and is continuing), which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The (a) Subject to paragraph (c) of this Section, the Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and the Indenture TrusteeAdministrator. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the which satisfies that eligibility requirements of set forth in Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee mayTrustee, as applicable, may petition (at the expense of the Trust, petition Depositor) any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided. (b) Subject to paragraph (c) of this Section, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee. If the Sponsor Administrator or the Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentencesentences, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Trustee and one copy to the Depositor, together with the basis for removal. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency. Any costs associated with the removal of the Owner Trustee shall be paid by the Administrator.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Seller, the Insurer and the Indenture TrusteeServicer. Upon receiving such notice of resignation, the Sponsor, Seller shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Seller shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Seller, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then a majority of the Certificateholders with the consent of the Insurer (so long as no Insurer Default shall fail to perform its obligations under this Agreement, then the Sponsor have occurred and is continuing) may remove the Owner Trustee. If a majority of the Sponsor Certificateholders shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Seller shall promptly appoint a successor Owner Trustee acceptable to the Insurer, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer and one copy to the successor Owner Trustee, Trustee and the Seller shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all reasonable fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide written notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies and the Insurer. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 4.2(b) and the subsequent consent of Certificateholders representing no less than 66-2/3% of the Percentage Interests in the Trust, the Owner Trustee may be removed as Owner Trustee, subject to the consent of the Insurer (so long as no Insurer Default shall have occurred and is continuing), which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Sponsor, the Note Insurer and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Note Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then a majority of the Certificateholders with the consent of the Note Insurer (so long as no Note Insurer Default shall fail to perform its obligations under this Agreement, then the Sponsor have occurred and is continuing) may remove the Owner Trustee. If a majority of the Sponsor Certificateholders shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Note Insurer and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee. , if not previously paid by Trust C. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all reasonable fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If, for any reason, Wilmington Trust Company or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.or

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ thirty (30) days prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, [_______________] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [_______________], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent, the Servicer, each Rating Agency, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, [Wilmington Trust Company] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [Wilmington Trust Company], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 [30] days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which, for in Section 10.02this purpose, includes Trust Certificates owned by the Issuing Entity, the Depositor, the Servicer (so long as NMAC or an Affiliate is the Servicer) or any of their respective Affiliates), or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Depositor shall provide (or shall cause to be provided) notice of such resignation or removal of the Owner Trustee and the appointment of a successor Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor (or in the event that the Sponsor is not the sole Residual Certificateholder, the Holders of Residual Certificates evidencing not less than a majority in interest in the Trust), the Insurer, Xxxxxxx Mac and the Indenture TrusteeServicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy with additional copies to the successor Owner Trustee, the Insurer and Xxxxxxx Mac provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Controlling Party may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 11.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Residual Certificateholder with the consent of the Controlling Party may remove the Owner Trustee. If the Sponsor Residual Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer, one copy to Xxxxxxx Mac and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 11.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Sponsor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 5.2(b) and the subsequent consent of Residual Certificateholders and Class A-1 Securityholders representing no less than a 66-2/3% Percentage Interest of each of the Residual Certificateholders and Class A-1 Securityholders in the Trust, the Owner Trustee may be removed as Owner Trustee, subject to the consent of the Controlling Party, which consents are not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ thirty (30) days prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, [_______________] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [_______________], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. 28 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Transferor, the Administrator, the Indenture Trustee and the Indenture TrusteeServicer at least thirty (30) days before the date specified in such instrument. Upon receiving such notice of resignation, the Sponsor, Transferor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, provided however, that such right to appoint or to petition for the appointment of any costs incurred by successor shall in no event relieve the resigning Owner Trustee that are associated with from any obligations otherwise imposed on it under the Transaction Documents until such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (successor has in the manner and as provided for in this Agreement)fact assumed such appointment. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02, Transferor or if at any time the Owner Trustee shall be legally unable to actact as such, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Transferor may remove the Owner Trustee. If the Sponsor Transferor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Transferor shall promptly appoint a successor Owner Trustee meeting the eligibility qualification requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner TrusteeTrustee together with payment of all fees, expenses and shall pay all fees and expenses indemnity payments owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Owner Trustee have been paid and until acceptance of appointment by the successor Owner Trustee Trustee, pursuant to Section 10.03 10.03, and payment a certificate of all fees and expenses owed amendment to the outgoing Trust’s certificate of trust pursuant to Section 3810(b) of the Delaware Statutory Act has been filed. The Administrator shall notify each Rating Agency, the Equity Certificateholder and the Indenture Trustee promptly after the resignation or removal of the Owner Trustee and promptly after the appointment of a successor Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner --------------------------------------- Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and the Indenture TrusteeSponsor. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee Sponsor and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 8.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor or any Securityholder on behalf of itself and all others similarly situated may remove petition any court of competent jurisdiction for the Owner Trustee. If the Sponsor shall remove removal of the Owner Trustee under and the authority appointment of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee trustee pursuant to any of the provisions of this Section 10.02 8.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to trustee as provided in Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee8.3.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ days prior written notice thereof to the Sponsor Bond Insurer and the Indenture TrusteeCompany. Upon receiving such notice of resignation, the Sponsor, Company shall promptly appoint a successor Owner Trustee meeting with the eligibility requirements consent of Section 10.01 the Bond Insurer which will not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed reasonably acceptable to the Owner Trustee if Certificateholders and the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement)Bond Insurer. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 9.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Company or the Bond Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Company may remove the Owner Trustee. If Trustee with the Sponsor consent of the Bond Insurer and shall remove the Owner Trustee under at the authority direction of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner TrusteeBond Insurer. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies and the Bond Insurer.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, [Wilmington Trust Company] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [Wilmington Trust Company], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrator and the Indenture Depositor, and will provide to the Depositor in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the resignation of the Owner Trustee. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting acceptable to the eligibility requirements of Section 10.01 Depositor by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by . Neither the Administrator nor the Depositor shall owe the outgoing Owner Trustee that are any expenses associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the outgoing Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement)Trustee. If at any time the Owner Trustee shall (i) cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall (ii) be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall (iii) fail to perform comply with any of its obligations under this AgreementSection 10.02, 10.04 or 11.03, during the period that the Depositor is required to file Exchange Act Reports with respect to the Issuer and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions) or (iv) otherwise become incapable of acting, then the Sponsor Administrator or the Depositor may remove the Owner Trustee. If the Sponsor Administrator or Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting acceptable to the eligibility requirements of Section 10.01 Depositor by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. So long as any Notes are Outstanding, the Administrator shall provide notice of such resignation or removal of the Owner Trustee to the Depositor, the Certificateholders, the Indenture Trustee and the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee --------------------------------------- may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Seller; provided, however, that such -------- ------- resignation and discharge shall only be effective upon the Indenture appointment of a successor Owner Trustee. Upon receiving such notice of resignation, the Sponsor, Seller shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, Seller may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 9.1 and shall fail to resign in after ----------- written request therefor by the manner provided for in Section 10.02Seller, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor may Seller may, but shall not be required to, remove the Owner Trustee. If the Sponsor Seller shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Seller shall promptly (i) appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall (ii) pay all fees and expenses amounts owed to the outgoing Owner TrusteeTrustee in its individual capacity. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 9.2 ----------- shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and 9.3 and, in the case of removal, payment of ----------- all fees and expenses owed to the outgoing Owner TrusteeTrustee (as such or in its individual capacity). The Seller shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If, for any reason, The Chase Manhattan Bank or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Chase Manhattan Bank Delaware, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ days prior written notice thereof to the Sponsor Depositor and the Servicer and the Indenture Trustee. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 Trustee, which successor shall be an Eligible Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or and shall not have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition which shall be reimbursed to the an Eligible Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement)Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 hereof and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Trust Owner, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Indenture Trustee, may remove the Owner Trustee. If the Sponsor Indenture Trustee shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 which shall be an Eligible Owner Trustee by written instrument, in duplicate, one copy of which KL2 3304888.6 instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 hereof and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Sponsor, the Insurer and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then a majority of the Certificateholders with the consent of the Insurer (so long as no Insurer Default shall fail to perform its obligations under this Agreement, then the Sponsor have occurred and is continuing) may remove the Owner Trustee. If a majority of the Sponsor Certificateholders shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee acceptable to the Insurer, meeting the eligibility requirements of qualifications set forth in Section 10.01 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all reasonable fees and expenses owed to the outgoing Owner Trustee. The Master Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies and the Insurer. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 4.02(b) and the subsequent consent of Certificateholders representing no less than a 66-2/3% interest in the Trust, the Owner Trustee may be removed as Owner Trustee, subject to the consent of the Insurer (so long as no Insurer Default shall have occurred and is continuing), which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust Company or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, 27 (Nissan 2006-A conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor (or in the event that the Depositor is not the sole Certificateholder, the Holders of Certificates evidencing not less than a majority of the Certificate Balance), any Series Support Provider and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to any Series Support Provider by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, or any Series Support Provider may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor may remove the Owner Trustee. If the Sponsor Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to any Series Support Provider and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Sponsor, the Note Insurer and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Note Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then a majority of the Certificateholders with the consent of the Note Insurer (so long as no Note Insurer Default shall fail to perform its obligations under this Agreement, then the Sponsor have occurred and is continuing) may remove the Owner Trustee. If a majority of the Sponsor Certificateholders shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Note Insurer and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee. , if not previously paid by Trust B. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all reasonable fees and expenses owed to the outgoing Owner Trustee. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 4.2(b) and the subsequent consent of Certificateholders representing no less than a 66-2/3% interest in Trust B, the Owner Trustee may be removed as Owner Trustee , subject to the consent of the Note Insurer (so long as no Note Insurer Default shall have occurred and is continuing), which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The (a) Subject to paragraph (c) of this Section, the Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and the Indenture TrusteeAdministrator. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the which satisfies that eligibility requirements of set forth in Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 [30] days after the giving of such notice of resignation, the resigning Owner Trustee mayTrustee, as applicable, may petition (at the expense of the Trust, petition Depositor) any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided. (b) Subject to paragraph (c) of this Section, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee. If the Sponsor Administrator or the Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentencesentences, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Trustee and one copy to the Depositor, together with the basis for removal. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and in the case of removal payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency. Any costs associated with the removal of the Owner Trustee shall be paid by the Administrator.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor (or in the event that the Sponsor is not the sole Residual Certificateholder, the Holders of Residual Certificates evidencing not less than a majority in each class), the Insurer and the Indenture TrusteeServicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy with additional copies to the successor Owner TrusteeTrustee and the Insurer provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 11.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor with the consent of the Insurer may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 11.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Sponsor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 5.2 and the subsequent consent of Residual Certificateholders representing no less than a 66 2/3% Percentage Interest of each Class, the Owner Trustee may be removed as Owner Trustee, subject to the consent of the Insurer, which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and the Indenture TrusteeAdministrator. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the . Any successor Owner Trustee that are associated with such petition appointed hereunder shall be reimbursed promptly file an amendment to the Owner Trustee if the resignation Certificate of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed Trust to the Owner Trustee (in the manner and as provided for in this Agreement)extent required by Delaware law. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator, may remove the Owner Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, [Wilmington Trust, National Association] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [Wilmington Trust, National Association], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and the Administrator shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrator, the Indenture Trustee and the Indenture TrusteeNote Insurer. Upon receiving such notice of resignation, the SponsorDepositor (with the prior written consent of the Note Insurer, unless a Note Insurer Default has occurred and is continuing) shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. [If for any reason, [ ] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [ ], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture.] Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.Owner

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Sponsor, the Insurer and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then a majority of the Certificateholders with the consent of the Insurer (so long as no Insurer Default shall fail to perform its obligations under this Agreement, then the Sponsor have occurred and is continuing) may remove the Owner Trustee. If a majority of the Sponsor Certificateholders shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee acceptable to the Insurer, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all reasonable fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide written notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies and the Insurer. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 4.2(b) and the subsequent consent of Certificateholders representing no less than a 66-2/3% interest in the Trust, the Owner Trustee may be removed as Owner Trustee, subject to the consent of the Insurer (so long as no Insurer Default shall have occurred and is continuing), which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Servicer and the Indenture Trustee. If for any reason, Wilmington Trust Company or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in the manner provided for in Section 10.02promptly, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, 27 (Nissan 2008-A Amended & Restated Trust Agreement) conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee by written instrument to such effect delivered to the Owner Trustee, the Depositor and the Indenture Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Servicer shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees fees, expenses and expenses other compensation owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Sponsor, the Insurer and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then a majority of the Certificateholders with the consent of the Insurer (so long as no Insurer Default shall fail to perform its obligations under this Agreement, then the Sponsor have occurred and is continuing) may remove the Owner Trustee. If a majority of the Sponsor Certificateholders shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee acceptable to the Insurer, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all reasonable fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies and the Insurer. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 4.2(b) and the subsequent consent of Certificateholders representing no less than a 66-2/3% interest in the Trust, the Owner Trustee may be removed as Owner Trustee, subject to the consent of the Insurer (so long as no Insurer Default shall have occurred and is continuing), which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrator, the Owners and the Indenture TrusteeLender. Upon receiving such notice of resignation, the SponsorAdministrator with the prior written consent of the Owners and the Lender, shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Administrator may remove the Owner Trustee. If the Sponsor Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall Administrator shall, with the prior written consent of the Owners and the Lender, promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to the Owners and the Lender.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Issuing Entity, the Sponsor, the Servicer, the Hedge Providers and the Indenture Trustee. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 11.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Certificateholders or the Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Certificateholders or the Sponsor, may remove the Owner Trustee. If the Certificateholders or the Sponsor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Sponsor, shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 11.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 11.03, and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies, the Hedge Providers and the Indenture Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Sponsor, the Insurer and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then a majority of the Certificateholders with the consent of the Insurer (so long as no Insurer Default shall fail to perform its obligations under this Agreement, then the Sponsor have occurred and is continuing) may remove the Owner Trustee. If a majority of the Sponsor Certificateholders shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee acceptable to the Insurer, meeting the eligibility requirements of qualifications set forth in Section 10.01 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Insurer and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.Owner

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ days prior written notice thereof to the Sponsor Depositor and the Seller and the Indenture Trustee. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 Trustee, which successor shall be an Eligible Owner Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or and shall not have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition which shall be reimbursed to the an Eligible Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement)Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Owner, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, appointed or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Indenture Trustee, may remove the Owner Trustee. If the Sponsor Indenture Trustee shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Owner shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 which shall be an Eligible Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Transferor; provided, however, that such resignation and discharge shall only be effective upon the Indenture appointment of a successor Owner Trustee. Upon receiving such notice of resignation, the Sponsor, Transferor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, Transferor may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 9.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Transferor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor may Transferor may, but shall not be required to, remove the Owner Trustee. If the Sponsor Transferor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Transferor shall promptly (i) appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall (ii) pay all fees and expenses amounts owed to the outgoing Owner TrusteeTrustee in its individual capacity. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 9.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and 9.03 and, in the case of removal, payment of all fees and expenses owed to the outgoing Owner Trustee.Trustee (as such

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and Servicer, the Indenture Trustee, and the Bond Insurer. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting (acceptable to the eligibility requirements of Section 10.01 Bond Insurer) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Bond Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Certificateholders or the Servicer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Bond Insurer, or the Certificateholders or the Servicer with the consent of the Bond Insurer, may remove the Owner Trustee. If the Sponsor Certificateholders or the Servicer or the Bond Insurer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Bond Insurer, or the Servicer with the consent of the Bond Insurer, shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 written approval by the Bond Insurer and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies, the Indenture Trustee, the Trust Paying Agent and the Bond Insurer.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and Servicer, the Indenture Trustee, and the Bond Insurer. Upon receiving such notice of resignation, the Sponsor, Servicer shall promptly appoint a successor Owner Trustee meeting (acceptable to the eligibility requirements of Section 10.01 Bond Insurer) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days [__ days] after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Bond Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Certificateholders or the Servicer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Bond Insurer, or the Certificateholders or the Servicer with the consent of the Bond Insurer, may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.Owner

Resignation or Removal of Owner Trustee. (a) The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor and the Indenture TrusteeTrust Depositor. Upon receiving such notice of resignation, the Sponsor, Trust Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one (1) copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 sixty (60) days after the giving of such notice of resignation, the resigning Owner Trustee mayTrustee, at the expense of the TrustTrust Depositor, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee . (in the manner and as provided for in this Agreement). b) If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Trust Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Trust Depositor may remove the Owner Trustee. If the Sponsor Trust Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Trust Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one (1) copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, and one (1) copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Trustee in its individual capacity. (c) Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and and, in the case of removal, payment of all accrued and unpaid fees and expenses owed to the outgoing Owner Trustee in its individual capacity. The Trust Depositor shall provide notice of such resignation or removal of the Owner Trustee to all Holders, the Indenture Trustee, the Collateral Manager, the Paying Agent and each Rating Agency.

Resignation or Removal of Owner Trustee. The Owner Trustee --------------------------------------- may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Seller; provided, however, that such -------- ------- resignation and discharge shall only be effective upon the Indenture appointment of a successor Owner Trustee. Upon receiving such notice of resignation, the Sponsor, Seller shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, Seller may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 9.1 and shall fail to resign in after written ----------- request therefor by the manner provided for in Section 10.02Seller, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor may Seller may, but shall not be required to, remove the Owner Trustee. If the Sponsor Seller shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Seller shall promptly (i) appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, Trustee and shall (ii) pay all fees and expenses amounts owed to the outgoing Owner TrusteeTrustee in its individual capacity. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 9.2 ----------- shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and 9.3 and, in the case of removal, payment of ----------- all fees and expenses owed to the outgoing Owner TrusteeTrustee (as such or in its individual capacity). The Seller shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor (or in the event that the Depositor is not the sole Certificateholder, the Holders of Certificates evidencing not less than a majority of the Certificate Balance), any Series Support Provider and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of Section 10.01 qualifications set forth in 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to any Series Support Provider by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, or any Series Support Provider may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Depositor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Depositor may remove the Owner Trustee. If the Sponsor Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of Section 10.01 qualifications set forth in 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to any Series Support Provider and one copy to the successor Owner Trustee, Trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrator and the Indenture TrusteeInsurer. Upon receiving such notice of resignation, the Sponsor, Administrator shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee; provided that the Depositor and the Insurer shall have received written confirmation from each Rating Agency that the proposed appointment will not result in an increased capital charge to the Insurer by either Rating Agency. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Administrator or the Insurer, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if at any time the Owner Trustee shall fail have breached any representation or warranty contained in Section 7.03(a)(iii) (without regard to perform its obligations under this Agreementany knowledge qualification), then the Sponsor Administrator or the Insurer may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee shall be removed under the authority of the immediately preceding sentence, the Sponsor Administrator shall promptly appoint a successor Owner Trustee meeting acceptable to the eligibility requirements of Section 10.01 Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Indenture Trustee and the Indenture TrusteeNote Insurer. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting (acceptable to the eligibility requirements of Section 10.01 Note Insurer) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Note Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Note Insurer, or the Indenture Trustee with the consent of the Note Insurer, may remove the Owner Trustee. If the Sponsor Indenture Trustee or the Note Insurer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee meeting Note Insurer, or the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to Servicer with the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal consent of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.Note

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Sponsor, the Note Insurer and the Indenture TrusteeMaster Servicer. Upon receiving such notice of resignation, the Sponsor, Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the Sponsor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Note Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Sponsor, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then a majority of the Certificateholders with the consent of the Note Insurer (so long as no Note Insurer Default shall fail to perform its obligations under this Agreement, then the Sponsor have occurred and is continuing) may remove the Owner Trustee. If a majority of the Sponsor Certificateholders shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor shall promptly appoint a successor Owner Trustee Trustee, meeting the eligibility requirements of qualifications set forth in Section 10.01 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed removed, one copy to the Note Insurer and one copy to the successor Owner Trustee, Trustee and the Sponsor shall pay all fees and expenses owed to the outgoing Owner Trustee, if not previously paid by the Trust. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 10.3 and payment of all reasonable fees and expenses owed to the outgoing Owner Trustee. Notwithstanding any other provision of this Agreement, and in addition to any other method of removal of the Owner Trustee contained herein, upon a proposal made pursuant to Section 4.2(b) and the subsequent consent of Certificateholders representing no less than a 66-2/3% interest in The Trust, the Owner Trustee may be removed as Owner Trustee , subject to the consent of the Note Insurer (so long as no Note Insurer Default shall have occurred and is continuing), which consent is not to be unreasonably withheld. In the event the Owner Trustee is removed pursuant to this paragraph, the provisions of this Agreement, including Article X herein, shall apply as if the Owner Trustee had resigned hereunder.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Administrative Agent (and the Administrative Agent will provide each Rating Agency with notice thereof pursuant to Section 1.02(k) of the Trust Administration Agreement), the Servicer, the Depositor, the Indenture Trustee and the Trust Certificateholders. If, for any reason, [ ] or any of its Affiliates should assume the duties of the Indenture Trustee, then from that time forward [ ], in its capacity as Owner Trustee, shall resign as Owner Trustee hereunder if any Event of Default under the Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with the Indenture Trustee or any other trustee under the Indenture. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee may, at the expense of the Trust, may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign in after receipt of notice thereof from the manner provided for in Section 10.02Depositor or if the Owner Trustee shall fail to resign after written request therefor by the Administrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this 27 (NALT 20[●]-[●] Amended and Restated Trust Agreement, ) then the Sponsor Depositor or such Trust Certificateholders may remove the Owner Trustee. If the Sponsor shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Sponsor Depositor shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Sponsor Depositor, the Indenture Trustee and the Indenture TrusteeNote Insurer. Upon receiving such notice of resignation, the Sponsor, Depositor shall promptly appoint a successor Owner Trustee meeting (acceptable to the eligibility requirements of Section 10.01 Note Insurer) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed or shall not and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may, at or the expense of the Trust, Note Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee; provided, however, that any costs incurred by the Owner Trustee that are associated with such petition shall be reimbursed to the Owner Trustee if the resignation of the Owner Trustee is based on the nonpayment of the Owner Trustee Fee or any indemnification amount owed to the Owner Trustee (in the manner and as provided for in this Agreement). If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign in after written request therefor by the manner provided for in Section 10.02Indenture Trustee, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or shall fail to perform its obligations under this Agreement, then the Sponsor Note Insurer, or the Indenture Trustee with the consent of the Note Insurer, may remove the Owner Trustee. If the Sponsor Indenture Trustee or the Note Insurer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Sponsor Note Insurer, or the Servicer with the consent of the Note Insurer, shall promptly appoint a successor Owner Trustee meeting the eligibility requirements of Section 10.01 by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.02 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.