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 written notice thereof to the Administrator and the Transferor, and will provide to the Transferor in writing and in form and substance reasonably satisfactory to the Transferor, all information reasonably requested by the Transferor 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 Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, (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, (iii) fail to comply with any of its obligations under Sections 11.01 or 11.03, during the period that the Transferor 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 Administrator or the Transferor may remove the Owner Trustee. If the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 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 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 Noteholders and 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 upon 90 days’ prior written notice and be discharged from the trusts hereby created by giving written notice thereof to the Administrator and the TransferorDepositor, and will provide to the Transferor Depositor in writing and in form and substance reasonably satisfactory to the TransferorDepositor, all information reasonably requested by the Transferor 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 Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor Depositor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, (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, (iii) fail to comply with any of its obligations under Sections 11.01 Section 10.02, 10.04 or 11.03, during the period that the Transferor 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 Administrator or the Transferor Depositor may remove the Owner Trustee. If the Administrator or Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 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 Noteholders and 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 written notice thereof to the Administrator and the TransferorDepositor, and will provide to the Transferor Depositor in writing and in form and substance reasonably satisfactory to the TransferorDepositor, all information reasonably requested by the Transferor 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 Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor Depositor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, (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, (iii) fail to comply with any of its obligations under Sections 11.01 Section 10.02, 10.04 or 11.03, during the period that the Transferor 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 Administrator or the Transferor Depositor may remove the Owner Trustee. If the Administrator or Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 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 Noteholders and 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 upon ninety days prior written notice and be discharged from the trusts hereby created by giving written notice thereof to the Administrator and the TransferorDepositor, and will provide to the Transferor Depositor in writing and in form and substance reasonably satisfactory to the TransferorDepositor, all information reasonably requested by the Transferor 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 Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor Depositor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, (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, (iii) fail to comply with any of its obligations under Sections 11.01 Section 10.02, 10.04 or 11.03, during the period that the Transferor 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 Administrator or the Transferor Depositor may remove the Owner Trustee. If the Administrator or Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 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 Noteholders and 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 upon 90 days prior written notice and be discharged from the trusts hereby created by giving written notice thereof to the Administrator and the TransferorDepositor, and will provide to the Transferor Depositor in writing and in form and substance reasonably satisfactory to the TransferorDepositor, all information reasonably requested by the Transferor 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 Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor Depositor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, (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, (iii) fail to comply with any of its obligations under Sections 11.01 Section 10.02, 10.04 or 11.03, during the period that the Transferor 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 Administrator or the Transferor Depositor may remove the Owner Trustee. If the Administrator or Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 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 Noteholders and 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 written notice thereof to the Administrator Administrative Agent, the Servicer, each Rating Agency, the Depositor, the Indenture Trustee and the TransferorTrust Certificateholders. If, and will provide to for any reason, Wilmington Trust Company or any of its Affiliates should assume the Transferor duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in writing and in form and substance reasonably satisfactory to the Transferorits capacity as Owner Trustee, all information reasonably requested by the Transferor in order to comply with its reporting obligation shall resign as Owner Trustee hereunder if any Event of Default under the Exchange Act Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with respect to the resignation of Indenture Trustee or any other trustee under the Owner TrusteeIndenture. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the AdministratorAdministrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which, for this 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, (ii) 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, (iii) fail to comply with any of its obligations under Sections 11.01 or 11.03, during the period that the Transferor 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 Administrator Depositor or the Transferor such Trust Certificateholders may remove the Owner Trustee. If the Administrator shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 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 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 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 the Noteholders and each Rating Agency. Any costs associated with the removal of the Owner Trustee shall be paid by the AdministratorRating Agencies.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign upon 90 days prior written notice and be discharged from the trusts hereby created by giving written notice thereof to the Administrator and the TransferorDepositor, and will provide to the Transferor Depositor in writing and in form and substance reasonably satisfactory to the TransferorDepositor, all information reasonably requested by the Transferor 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 Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor Depositor shall owe the outgoing Owner Trustee any expenses associated with the its resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, (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, (iii) fail to comply with any of its obligations under Sections 11.01 Section 10.02, 10.04 or 11.03, during the period that the Transferor 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 Administrator or the Transferor Depositor may remove the Owner Trustee. If the Administrator or Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 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 Noteholders and 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 upon 90 days prior written notice and be discharged from the trusts hereby created by giving written notice thereof to the Administrator and the TransferorDepositor, and will provide to the Transferor Depositor in writing and in form and substance reasonably satisfactory to the TransferorDepositor, all information reasonably requested by the Transferor 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 Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor Depositor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, (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, (iii) fail to comply with any of its obligations under Sections 11.01 Section 10.02, 10.04 or 11.03, during the period that the Transferor 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 Administrator or the Transferor Depositor may remove the Owner Trustee. If the Administrator or Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 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 Noteholders and 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 written notice thereof to the Administrator and Administrative Agent, the Servicer, each Rating Agency, the Transferor, the Indenture Trustee and will provide to the Transferor 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 writing and in form and substance reasonably satisfactory to the Transferorits capacity as Owner Trustee, all information reasonably requested by the Transferor in order to comply with its reporting obligation shall resign as Owner Trustee hereunder if any Event of Default under the Exchange Act Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with respect to the resignation of Indenture Trustee or any other trustee under the Owner TrusteeIndenture. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the AdministratorAdministrative Agent, the Transferor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which, for this purpose, includes Trust Certificates owned by the Trust, the Transferor, 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, (ii) 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, (iii) fail to comply with any of its obligations under Sections 11.01 or 11.03, during the period that then the Transferor is required to file Exchange Act Reports with respect to the Issuer and or 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 Administrator or the Transferor Trust Certificateholders may remove the Owner Trustee. If the Administrator shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Administrator Transferor shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 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 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 Any appointment of such resignation or removal a successor Owner Trustee is subject to satisfaction of the Owner Trustee to the Noteholders and each Rating Agency. Any costs associated with the removal of the Owner Trustee shall be paid by the AdministratorAgency Condition.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator and Administrative Agent, the Servicer, each Rating Agency, the Transferor, the Indenture Trustee and will provide to the Transferor 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 writing and in form and substance reasonably satisfactory to the Transferorits capacity as Owner Trustee, all information reasonably requested by the Transferor in order to comply with its reporting obligation shall resign as Owner Trustee hereunder if any Event of Default under the Exchange Act Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with respect to the resignation of Indenture Trustee or any other trustee under the Owner TrusteeIndenture. Upon receiving such notice of resignation, the Administrator Transferor shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the AdministratorAdministrative Agent, the Transferor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which, for this purpose, includes Trust Certificates owned by the Trust, the Transferor, 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, (ii) 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, (iii) fail to comply with any of its obligations under Sections 11.01 or 11.03, during the period that then the Transferor is required to file Exchange Act Reports with respect to the Issuer and or 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 Administrator or the Transferor Trust Certificateholders may remove the Owner Trustee. If the Administrator shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Administrator Transferor shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 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 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 The Transferor 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 the Noteholders and each Rating Agency. Any costs associated with the removal of the Owner Trustee shall be paid by the AdministratorRating 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 written notice thereof to the Administrator and the Transferor, and will provide to the Transferor in writing and in form and substance reasonably satisfactory to the Transferor, all information reasonably requested by the Transferor 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 Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, (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, (iii) fail to comply with any of its obligations under Sections 11.01 Section 10.02, 10.04 or 11.03, during the period that the Transferor 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 Administrator or the Transferor may remove the Owner Trustee. If the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 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 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 Noteholders and 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 written notice thereof to the Administrator Administrative Agent, the Servicer, each Rating Agency, the Depositor, the Indenture Trustee and the TransferorTrust Certificateholders. If, and will provide to for any reason, Wilmington Trust Company or any of its Affiliates should assume the Transferor duties of the Indenture Trustee, then from that time forward Wilmington Trust Company, in writing and in form and substance reasonably satisfactory to the Transferorits capacity as Owner Trustee, all information reasonably requested by the Transferor in order to comply with its reporting obligation shall resign as Owner Trustee hereunder if any Event of Default under the Exchange Act Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with respect to the resignation of Indenture Trustee or any other trustee under the Owner TrusteeIndenture. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the AdministratorAdministrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which, for this 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, (ii) 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, (iii) fail to comply with any of its obligations under Sections 11.01 or 11.03, during the period that the Transferor 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 Administrator Depositor or the Transferor such Trust Certificateholders may remove the Owner Trustee. If the Administrator shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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, . (NALT 2007-A Amended and shall pay all fees owed to the outgoing Owner Trustee. 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 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 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 the Noteholders and each Rating Agency. Any costs associated with the removal of the Owner Trustee shall be paid by the AdministratorRating 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 written notice thereof to the Administrator Administrative Agent, the Servicer, each Rating Agency, the Depositor, the Indenture Trustee and the TransferorTrust Certificateholders. If, and will provide to for any reason, [Wilmington Trust Company] or any of its Affiliates should assume the Transferor duties of the Indenture Trustee, then from that time forward [Wilmington Trust Company], in writing and in form and substance reasonably satisfactory to the Transferorits capacity as Owner Trustee, all information reasonably requested by the Transferor in order to comply with its reporting obligation shall resign as Owner Trustee hereunder if any Event of Default under the Exchange Act Indenture occurs and is necessary to eliminate any conflict of interest under the TIA with respect to the resignation of Indenture Trustee or any other trustee under the Owner TrusteeIndenture. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Owner Trustee acceptable to the Transferor 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 and have accepted appointment within 30 [30] days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Transferor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee and the outgoing Owner Trustee shall not be responsible for any expenses associated with the appointment of a successor Owner 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 after written request therefor by the AdministratorAdministrative Agent, the Depositor or Trust Certificateholders holding not less than a Majority Interest of the Trust Certificates (which, for this purpose, includes Trust Certificates owned by the Trust, 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, (ii) 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, (iii) fail to comply with any of its obligations under Sections 11.01 or 11.03, during the period that the Transferor 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 Administrator Depositor or the Transferor such Trust Certificateholders may remove the Owner Trustee. If the Administrator shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a (NALT 200[ ]-[ ] Amended and Restated Trust Agreement) 28 successor Owner Trustee acceptable to the Transferor 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 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 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 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 the Noteholders and each Rating Agency. Any costs associated with the removal of the Owner Trustee shall be paid by the AdministratorRating Agencies.