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 General Partner, the Security Insurer and the Servicer. Upon receiving such notice of resignation, the General Partner shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General Partner, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General Partner, Servicer and the Security Insurer and the ServicerInsurer. Upon receiving such notice of resignation, the General Partner Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer (so long as an Insurer Default shall not have occurred) 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 General Partner Servicer 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer (so long as an Insurer Default shall not have occurred) may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerServicer, 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, then the General Partner Servicer with the consent of the Security Insurer, or the Security Insurer (in each case, so long as an Insurer Default shall not have occurred and be continuingoccurred) or the Security Insurer may remove the Owner Trustee. If the General Partner Servicer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General PartnerHolder of the GP Interest, the Security Insurer and the Servicer. Upon receiving such notice of resignation, the General Partner Holder of the GP Interest shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner Holder of the GP Interest 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerServicer, 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, then the General Partner Servicer with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner Servicer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General PartnerTFSPC II, the Security Insurer and the Servicer. Upon receiving such notice of resignation, TFSPC II shall, with the General Partner shall prior written consent of the Insurer, promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner TFSPC II 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 and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerTFSPC II or any other entity authorized to make such request, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer such requesting party may remove the Owner Trustee. If the General Partner TFSPC II shall remove the Owner Trustee under the authority of the immediately preceding sentence, TFSPC II, with the General Partner prior written consent of the Insurer, shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of all fees owed to the outgoing Owner TrusteeTrustee shall be paid. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner successor Owner Trustee 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 written notice thereof to the General PartnerInsurer, the Security Insurer Certificateholders, the Depositor and the Servicer. Upon receiving such notice of resignation, the General Partner shall Depositor or a Certificate Majority shall, with the prior written consent of the Insurer, promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor the Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerDepositor or a Certificate Majority, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Depositor or the Security Insurer a Certificate Majority may remove the Owner Trustee. If the General Partner Depositor or a Certificate Majority shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Depositor or a Certificate Majority, as applicable, with the prior written consent of the Insurer, so long as no Insurer Default has occurred and is continuing, shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, removed and one copy to the Security Insurer Depositor, if the Certificate Majority is acting, and one copy to the successor Owner Trustee and payment of 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner Depositor shall provide notice of such resignation or removal of the Owner Trustee and 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 written notice thereof to the General PartnerAdministrative 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 Security Insurer Servicer, the Depositor, the Indenture Trustee and the ServicerTrust 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 General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign after receipt of notice thereof from the Depositor or if the Owner Trustee shall fail to resign after written request therefor by the General PartnerAdministrative 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, (NALT 2011-A Amended and Restated Trust Agreement) then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Depositor or the Security Insurer such Trust Certificateholders may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General PartnerAdministrative 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 Security Insurer Servicer, the Depositor, the Indenture Trustee and the ServicerTrust 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 General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign after receipt of notice thereof from the Depositor or if the Owner Trustee shall fail to resign after written request therefor by the General PartnerAdministrative 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Depositor or the Security Insurer such Trust Certificateholders may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.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 written notice thereof to the General PartnerAdministrative 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 Security Insurer Servicer, the Depositor, the Indenture Trustee and the ServicerTrust 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 General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign after receipt of notice thereof from the Depositor or if the Owner Trustee shall fail to resign after written request therefor by the General PartnerAdministrative 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Depositor or the Security Insurer such Trust Certificateholders may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.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 written notice thereof to the General PartnerAdministrative 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 Security Insurer Servicer, the Depositor, the Indenture Trustee and the ServicerTrust 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 General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign after receipt of notice thereof from the Depositor or if the Owner Trustee shall fail to resign after written request therefor by the General PartnerAdministrative 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Depositor or the Security Insurer such Trust Certificateholders may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of all fees owed to the outgoing Owner Trustee. (NALT 2013-B Amended and 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General PartnerAdministrative 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 Security Insurer Servicer, the Depositor, the Indenture Trustee and the ServicerTrust 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 General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign after receipt of written notice thereof from the Depositor or if the Owner Trustee shall fail to resign after written request therefor by the General PartnerAdministrative 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Depositor or the Security Insurer such Trust Certificateholders may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General PartnerSeller; provided, however, that such resignation -------- ------- and discharge shall only be effective upon the Security Insurer and the Servicerappointment of a successor Owner Trustee. Upon receiving such notice of resignation, the General Partner Seller shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or at the Security Insurer expense of the Seller may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written ----------- request therefor by the General PartnerSeller, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default Seller may, but shall not have occurred and be continuing) or the Security Insurer may required to, remove the Owner Trustee. If the General Partner Seller shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Seller shall promptly (i) appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of (ii) pay all fees 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 9.2 ----------- shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 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 General Partner Seller shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating AgenciesAgency.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 30 days' prior written notice thereof to the General PartnerDepositor, the Security Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) and the ServicerIndenture Trustee. Upon receiving such notice of resignation, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security 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 TrusteeTrustee and, provided that so long as the General Partner shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Security Insurer by either of and no Insurer Default has occurred and is continuing, the Rating AgenciesInsurer. 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 Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.01 and shall fail to resign after written request therefor by the General PartnerDepositor, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer Depositor may remove the Owner Trustee. If the General Partner Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and, so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing, the Insurer and payment of 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 10.3 9.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General PartnerAdministrative 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 Security Insurer Servicer, the Depositor, the Indenture Trustee and the ServicerTrust 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 General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign after receipt of notice thereof from the Depositor or if the Owner Trustee shall fail to resign after written request therefor by the General PartnerAdministrative 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Depositor or the Security Insurer such Trust Certificateholders may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.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 its duties hereunder by giving written notice thereof to the General PartnerDepositor (or in the event that the Depositor is not the sole Residual Certificateholder, the Security Holders of Residual Certificates evidencing not less than a majority in each class), the Insurer and the Servicer. Upon receiving such notice of resignation, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 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, Trustee and the Insurer provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.1 and shall fail to resign after written request therefor by the General PartnerDepositor, 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, then the General Partner Depositor with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of the Depositor shall pay all fees 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 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 11.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General PartnerDepositor (or in the event that the Depositor is not the sole Certificateholder, the Security Holders of Certificates evidencing not less than a majority of the percentage ownership interest in the Trust), the Insurer and the Servicer. Upon receiving such notice of resignation, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 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 General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerDepositor, 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, then the General Partner Depositor with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General Partner, the Security Insurer and the Servicer. Upon receiving such notice of resignation, the General Partner Servicer (or if Back-up Servicer is then acting as Servicer, the Indenture Trustee), shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 15.11 hereof and shall fail to resign after written request therefor by the General PartnerServicer, 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, then the General Partner with initial Servicer (or if the consent of Back-up Servicer is then acting as Servicer, the Security Insurer (so long as an Insurer Default shall not have occurred and be continuingMajority Controlling Noteholders) or the Security Insurer may remove the Owner Trustee. If the General Partner it shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner initial Servicer (or if the Back-up Servicer is then acting as Servicer, the Majority Controlling Noteholders) shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of 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 15.12 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies15.13 hereof.

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 General PartnerDepositor (or in the event that the Depositor is not the sole Certificateholder, the Security Insurer Certificate Majority), any Support Provider and the Master Servicer. Upon receiving such notice of resignation, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 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 General Partner Depositor and the Insurer 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 any Support Provider by either of the Rating Agencies. 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 Security Insurer any Support Provider may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerDepositor or the Insurer (for so long as it is the Controlling Party), 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 respective property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the General Partner with Depositor or the consent of the Security Insurer (for so long as an Insurer Default shall not have occurred and be continuingit is the Controlling Party) or the Security Insurer may remove the Owner Trustee. If the General Partner Depositor or the Insurer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee meeting the qualifications set forth in Section 10.1 herein and acceptable to the Security Insurer (for so long as it is the Controlling Party), by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer any Support Provider and one copy to the successor Owner Trustee and payment of 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 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General PartnerDepositor, the Security Insurer and the ServicerServicer at least 30 days before the date specified in such instrument. Upon receiving such notice of resignation, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer qualifications set forth in Section 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 General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the General Partner, 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, then the General Partner Depositor, with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer qualification requirements of Section 9.1 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of 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 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee9.3. The General Partner 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 written notice thereof to the General PartnerAdministrative 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 Security Insurer Servicer, the Depositor, the Indenture Trustee and the ServicerTrust 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 General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign after receipt of notice thereof from the Depositor or if the Owner Trustee shall fail to resign after written request therefor by the General PartnerAdministrative 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Depositor or the Security Insurer such Trust Certificateholders may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.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 written notice thereof to the General PartnerAdministrative 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 Security Insurer Servicer, the Depositor, the Indenture Trustee and the ServicerTrust 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 General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign after receipt of notice thereof from the Depositor or if the Owner Trustee shall fail to resign after written request therefor by the General PartnerAdministrative 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Depositor or the Security Insurer such Trust Certificateholders may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.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 sixty days' written notice thereof to the General PartnerTransferor, the Security Certificateholder, the Note Insurer and the Servicer. Upon receiving such notice of resignation, the General Partner shall Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner Certificateholder 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 Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Note Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the General PartnerCertificateholder, 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, then the General Partner Certificateholder with the consent of the Security Note Insurer (so long as an a Note Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner shall Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Note Insurer and one copy to the successor Owner Trustee and payment of 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 10.3 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner Certificateholder 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 written notice thereof to the General PartnerPartners, the Security Insurer and the ServicerServicer at least 30 days before the date specified in such instrument. Upon receiving such notice of resignation, the General Partner Partners shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer qualifications set forth in Section 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, provided that the General Partner Partners 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General Partner, Partners 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, then the General Partner Partners, with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner Partners shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Partners shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer qualification requirements of Section 10.1 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of 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 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee10.3. The General Partner Partners 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 written notice thereof to the General Partner, the Security Insurer Administrative Agent and the Servicer. The Servicer will thereafter deliver a copy of such notice to each Rating Agency (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations), 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 General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 or if the Depositor, by unilateral act, decides to remove the Owner Trustee, and the Owner Trustee shall fail to resign after receipt of notice thereof from the (NALT 20[•]-[•] Amended and Restated Trust Agreement) Depositor or if the Owner Trustee shall fail to resign after written request therefor by the General PartnerAdministrative 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, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Depositor or the Security Insurer such Trust Certificateholders may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee under shall be removed pursuant to the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General PartnerSeller, the Security Insurer Class A Insurer, the Swap Counterparty and the Servicer. Upon receiving such notice of resignation, the General Partner Seller shall promptly appoint a successor Owner Trustee acceptable to the Security Class A Insurer and satisfying the qualifications of Section 10.1 hereof 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 General Partner 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 Security Class A Insurer by either of the Rating Agencies. 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 or, prior to the Security Class A Termination Date, the Class A Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner TrusteeTrustee acceptable to the Class A Insurer and satisfying the qualifications of Section 10.1 hereof. If at any time time, the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General Partner, Seller with the prior written consent of the Class A 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, then then, prior to the General Partner with Class A Termination Date, the Class A Insurer or the Seller with, prior to the Class A Termination Date, the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Class A Insurer may remove the Owner Trustee. If the General Partner Seller or the Class A Insurer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner shall Seller shall, or the Class A Insurer may, promptly appoint a successor Owner Trustee acceptable to the Security Insurer Class A Insurer, and satisfying the qualifications set forth in Section 10.1 hereto by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and Class A Insurer, one copy to the successor Owner Trustee and payment of all fees owed to the outgoing Owner Trustee; provided, that the Seller shall have received written confirmation from the Rating Agencies that the proposed appointment will not result in an increased capital charge to the Class A Insurer by the Rating Agencies. 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner Seller shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies, the Swap Counterparty and the Trust Collateral Agent.

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 General PartnerDepositor, the Security Insurer and the ServicerServicer at least 30 days before the date specified in such instrument. Upon receiving such notice of resignation, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer qualifications set forth in Section 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 General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the General Partner, 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, then the General Partner Depositor, with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.may

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 General Partner[_______], the Security Insurer and the Servicer. Upon receiving such notice of resignation, [_______] shall, with the General Partner shall prior written consent of the Insurer, promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner [_______] 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 and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General Partner[_______] or any other entity authorized to make such request, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer such requesting party may remove the Owner Trustee. If the General Partner [_______] shall remove the Owner Trustee under the authority of the immediately preceding sentence, [_______], with the General Partner prior written consent of the Insurer, shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of all fees owed to the outgoing Owner TrusteeTrustee shall be paid. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner successor Owner Trustee 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 written notice thereof to the General Partner, the Security Insurer and the Servicer. Upon receiving such notice of resignation, the General Partner shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the General Partner, 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, then the General Partner Depositor, with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer qualification requirements of Section 9.1 by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of 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 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee9.3. The General Partner 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 written notice thereof to the General Partner, the Security Insurer and the Servicer. Upon receiving such notice of resignation, the General Partner Servicer (or if Back-up Servicer is then acting as Servicer, the Indenture Trustee), with the prior written consent of the Insurer (so long as it is the Controlling Party), shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer Trustee, Trust and Servicing Agreement 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 General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 15.11 hereof and shall fail to resign after written request therefor by the General PartnerServicer, 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, then the General Partner with initial Servicer (or if the consent of Back-up Servicer is then acting as Servicer, the Security Insurer (so long as an Insurer Default shall not have occurred and be continuingControlling Party) or the Security Insurer may remove the Owner Trustee. If the General Partner it shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner initial Servicer (or if the Back-up Servicer is then acting as Servicer, the Controlling Party) shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of 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 15.12 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies15.13 hereof.

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 General PartnerDepositor (or in the event that the Depositor is not the sole Certificateholder, the Security Insurer Certificate Majority), any Support Provider and the Master Servicer. Upon receiving such notice of resignation, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 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 General Partner Depositor[ and the Insurer] 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 any Support Provider by either of the any Rating AgenciesAgency. 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 Security Insurer any Support Provider may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerDepositor[ or the Insurer (for so long as it is the Controlling Party)], 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, then the General Partner with Depositor[ or the consent of the Security Insurer (for so long as an Insurer Default shall not have occurred and be continuing) or it is the Security Insurer Controlling Party)], may remove the Owner Trustee. If the General Partner Depositor[ or the Insurer] shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee Trustee, meeting the qualifications set forth in Section 10.1 herein[ and acceptable to the Security Insurer (for so long as it is the Controlling Party)], by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer any Support Provider and one copy to the successor Owner Trustee and payment of 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 section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General PartnerAdministrator, the Security Insurer Depositor and the ServicerInsurer. Upon receiving such notice of resignation, the General Partner Administrator shall promptly appoint a successor Owner Trustee (acceptable to the Security Depositor and, so long as no Insurer Default shall have occurred and be continuing, the 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the General PartnerAdministrator 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 the Owner Trustee shall otherwise become incapable of acting, then the General Partner with the consent of the Security Insurer (Administrator or, so long as an no Insurer Default shall not have has occurred and be is continuing) or , the Security Insurer Insurer, may remove the Owner Trustee. If the General Partner Administrator or the Insurer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Administrator shall promptly appoint a successor Owner Trustee (acceptable to the Security Depositor and, so long as an Insurer Default shall not have occurred and be continuing, the Insurer) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee Trustee, and payment of 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of Rating Agency, the Rating AgenciesInsurer, the Depositor, the Certificateholders 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 written notice thereof to the General PartnerAdministrator, the Security Insurer Depositor and the ServicerInsurer. Upon receiving such notice of resignation, the General Partner Administrator shall promptly appoint a successor Owner Trustee (acceptable to the Security Depositor and, so long as no Insurer Default shall have occurred and be continuing, the 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the General PartnerAdministrator 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 the Owner Trustee shall otherwise become incapable of acting, then the General Partner with the consent of the Security Insurer (Administrator or, so long as an no Insurer Default shall not have has occurred and be is continuing) or , the Security Insurer Insurer, may remove the Owner Trustee. If the General Partner Administrator or the Insurer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Administrator shall promptly appoint a successor Owner Trustee (acceptable to the Security Depositor and, so long as an Insurer Default shall not have occurred and be continuing, the Insurer) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee Trustee, and payment of 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of Rating Agency, the Rating AgenciesInsurer, the Depositor, the Certificateholders 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 written notice thereof to the General PartnerDepositor (or in the event that the Depositor is not the sole Certificateholder, the Security Insurer Certificate Majority), any Support Provider and the Servicer. As a condition precedent to the effectiveness of any such resignation, the Owner Trustee shall, at least 30 calendar days prior to the effective date of such resignation, provide to the Depositor and the Servicer written notice of any successor owner trustee pursuant to this Section, in form and substance reasonably satisfactory to the Depositor and the Servicer, containing all information reasonably requested by the Depositor and Servicer in order for the Depositor to comply with its reporting obligations under Item 6.02 of Form 8-K with respect to the resignation of the Owner Trustee. Upon receiving such notice of resignation, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to meeting the Security Insurer qualifications set forth in Section 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 General Partner Depositor [and the Insurer] 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 any Support Provider by either of the Rating Agencies. 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 Security Insurer any Support Provider may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerDepositor[ or the Insurer (for so long as it is the Controlling Party)], 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 respective property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the General Partner with Depositor[ or the consent of the Security Insurer (for so long as an Insurer Default shall not have occurred and be continuing) or it is the Security Insurer Controlling Party)] may remove the Owner Trustee. If the General Partner Depositor[ or the Insurer] shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee meeting the qualifications set forth in Section 10.1 herein[ and acceptable to the Security Insurer (for so long as it it the Controlling Partyt)], by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer any Support Provider and one copy to the successor Owner Trustee. As a condition precedent to such removal and appointment described in the two preceding sentences, the Owner Trustee shall provide to the Depositor and payment the Servicer, at least 30 calendar days prior to the effective date of such removal and appointment, written notice to the Depositor and the Servicer, in form and substance reasonably satisfactory to the Depositor and the Servicer, containing all fees owed information reasonably requested by the Depositor and the Servicer in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the removal of the outgoing Owner Trustee and the appointment of a successor Owner Trustee. In addition, if the Owner Trustee shall fail to fulfill its obligations under Section 10.2 (with respect to notice to the Depositor or the Servicer), and such failure continues for the lesser of 10 calendar days or such period in which the applicable report under the Exchange Act can be filed timely (without taking into account any extensions), then the Depositor may remove the Owner Trustee. If the Depositor removes the Owner Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Owner Trustee by written instrument in duplicate, one copy of which shall be delivered to the Owner Trustee so removed and one copy to the successor Owner Trustee[ and 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 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. In connection with its resignation or removal, the Owner Trustee agrees to cooperate with any successor Owner Trustee in effecting the termination of the Owner Trustee’s responsibilities and rights hereunder and shall promptly provide such successor Owner Trustee all documents and records reasonably requested by it to enable it to assume the Owner Trustee’s functions 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 written notice thereof to the General PartnerDepositor, the Security Insurer and the Servicer. Upon receiving such notice of resignation, the General Partner shall Servicer will promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall will be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee, provided that the General Partner shall have Servicer has 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 has been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer 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 such successor shall in no event relieve the resigning Owner Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Owner Trustee shall will cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall will fail to resign after written request therefor by the General PartnerServicer, or if at any time the Owner Trustee shall will be legally unable to act, or shall will be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall will be appointed, or any public officer shall will take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the General Partner Servicer with the consent of the Security Insurer (so long as an Insurer Default shall will not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner shall Servicer will remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner shall Servicer will promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall will be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of 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 will not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner shall Servicer will 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 thirty (30) days prior written notice thereof to the General PartnerDepositor, the Security Insurer Servicer and the ServicerIndenture 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 General Partner Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer 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, provided that the General Partner 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 and or shall not have accepted such appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the General Partnerpromptly, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer 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 General Partner Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer 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, one copy to the Security Insurer removed and one copy to the successor Owner Trustee Trustee, and payment of the Administrator shall pay all fees fees, expenses and 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 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 sixty days' written notice thereof to the General PartnerTransferor, the Security Certificateholders, the Note Insurer and the Servicer. Upon receiving such notice of resignation, the General Partner shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner Class R Certificateholder 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 Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Note Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the General PartnerClass R Certificateholder, 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, then the General Partner Class R Certificateholder with the consent of the Security Note Insurer (so long as an a Note Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner Class R Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Note Insurer and one copy to the successor Owner Trustee and payment of 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 10.3 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner Class R Certificateholder shall provide notice of such resignation or removal of the Owner Trustee to the Class C Certificateholders 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 written notice thereof to the General Partner, the Security Insurer Servicer and the ServicerNote Insurer. Upon receiving such notice of resignation, the General Partner Servicer shall promptly appoint a successor Owner Trustee acceptable to with the Security Insurer consent of the Note 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, provided that the General Partner 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 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 so resigning or the Security Insurer being removed may petition any court of competent jurisdiction for the appointment of a successor Owner TrusteeTrustee reasonably acceptable to the Note Insurer. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerServicer or the Note 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, then the General Partner Servicer may remove the Owner Trustee with the consent of the Security Insurer (so long as an Insurer Default Note Insurer, which will not be unreasonably withheld, and shall not have occurred and be continuing) or the Security Insurer may remove the Owner TrusteeTrustee at the written direction of the Note Insurer. If the General Partner Servicer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Servicer, with the consent of the Note Insurer, which will not be unreasonably withheld, shall promptly appoint a successor Owner Trustee acceptable to the Security Note Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and along with payment of all fees and 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 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating AgenciesAgencies and the Note 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 written notice thereof to the General PartnerDepositor (or in the event that the Depositor is not the sole Certificateholder, the Security Holders of Certificates evidencing not less than a majority of the Certificate Balance), the Insurer and the Master Servicer. Upon receiving such notice of resignation, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 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 General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerDepositor, 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, then the General Partner Depositor with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee and payment of 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General PartnerSeller; provided, however, that such -------- ------- resignation and discharge shall only be effective upon the Security Insurer and the Servicerappointment of a successor Owner Trustee. Upon receiving such notice of resignation, the General Partner Seller shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or at the Security Insurer expense of the Seller may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written ----------- request therefor by the General PartnerSeller, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default Seller may, but shall not have occurred and be continuing) or the Security Insurer may required to, remove the Owner Trustee. If the General Partner Seller shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Seller shall promptly (i) appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of (ii) pay all fees 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 9.2 ----------- shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 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 General Partner Seller shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating AgenciesAgency.

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 General PartnerSeller; provided, however, that such -------- ------- resignation and discharge shall only be effective upon the Security Insurer and the Servicerappointment of a successor Owner Trustee. Upon receiving such notice of resignation, the General Partner Seller shall promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner 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 and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or at the Security Insurer expense of the Seller may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after ----------- written request therefor by the General PartnerSeller, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default Seller may, but shall not have occurred and be continuing) or the Security Insurer may required to, remove the Owner Trustee. If the General Partner Seller shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Seller shall promptly (i) appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of (ii) pay all fees 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 9.2 ----------- shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 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 General Partner Seller shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating AgenciesAgency.

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 General PartnerServicer, the Security Insurer Indenture Trustee and the ServicerBond Insurer. Upon receiving such notice of resignation, the General Partner Servicer shall promptly appoint a successor Owner Trustee (acceptable to the Security Insurer 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Bond Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerCertificateholders 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 or liquidation, then the General Partner Bond Insurer, or the Certificateholders or the Servicer with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer Bond Insurer, may remove the Owner Trustee. If the General Partner Certificateholders or the Servicer or the Bond Insurer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Bond Insurer, or the Servicer with the consent of the Bond Insurer, shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee and payment of 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 10.3 written approval by the Bond Insurer and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner Servicer shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.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 written notice thereof to the General Partner, the Security Insurer Administrator and the ServicerDepositor, 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 General Partner Administrator shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer 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, provided that the General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. Neither the Administrator nor the Depositor shall owe the outgoing Owner Trustee any expenses associated with the resignation of the outgoing Owner Trustee. If at any time the Owner Trustee shall (i) cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the General PartnerAdministrator, 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, (iii) fail to comply with any of its obligations under Section 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 General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Administrator or the Security Insurer Depositor may remove the Owner Trustee. If the General Partner Administrator or Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Administrator shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer Depositor by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee Trustee, and payment of 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner So long as any Notes are Outstanding, the Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of 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 sixty days' written notice thereof to the General PartnerTransferor, the Security Certificateholders, the Note Insurer and the Servicer. Upon receiving such notice of resignation, the General Partner shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security 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, provided that the General Partner Class R Certificateholder 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 Note Insurer by either of the Rating Agencies. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Note Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 9.1 and shall fail to resign after written request therefor by the General PartnerClass R Certificateholder, 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, then the General Partner Class R Certificateholder with the consent of the Security Note Insurer (so long as an a Note Insurer Default shall not have occurred and be continuing) or the Security Insurer may remove the Owner Trustee. If the General Partner Class R Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner shall Class R Certificateholder shall, with the prior written consent of the Note Insurer, promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Note Insurer and one copy to the successor Owner Trustee and payment of 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 10.3 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner Class R Certificateholder shall provide notice of such resignation or removal of the Owner Trustee to the Class C Certificateholder and each of the Rating Agencies. 30 <PAGE> SECTION 9.3.

Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the General PartnerCertificateholder, the Security Insurer Insurer, the Noteholders and the Servicer. Upon receiving such notice of resignation, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 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 General Partner 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 and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the General PartnerDepositor, 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, then the General Partner Depositor, with the consent of (A) the Security Insurer (Insurer, so long as (i) an Insurer Default shall not have occurred and be continuingcontinuing and (ii) either the Class A Notes are still outstanding, amounts owing to the Insurer under the Insurance Agreement have not been paid in full or the term of the Class A Note Policy has not expired or (B) the Security Majority, in the event that either (i) an Insurer Default shall have occurred and be continuing or (ii) the Class A Notes are no longer outstanding, all amounts owing to the Insurer have been paid to it and the term of the Class A Note Policy has expired), may remove the Owner Trustee. If the General Partner Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Depositor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer and one copy to the successor Owner Trustee Trustee, and payment of 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 thirty (30) days prior written notice thereof to the General PartnerDepositor, the Security Insurer Servicer and the ServicerIndenture 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 General Partner Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer 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, provided that the General Partner 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 and or shall not have accepted such appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the General Partnerpromptly, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer 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 General Partner Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee Trustee, and payment of the Administrator shall pay all fees fees, expenses and 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 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 thirty (30) days prior written notice thereof to the General PartnerDepositor, the Security Insurer Servicer and the ServicerIndenture 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 General Partner Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer 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, provided that the General Partner 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 and or shall not have accepted such appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the General Partnerpromptly, 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer 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 General Partner Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Servicer shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee Trustee, and payment of the Administrator shall pay all fees fees, expenses and 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 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 written notice thereof to the General Partner, the Security Insurer Administrator and the ServicerInsurer. Upon receiving such notice of resignation, the General Partner Administrator shall promptly appoint a successor Owner Trustee acceptable to the Security 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, ; provided that the General Partner Depositor and the Insurer shall have received written confirmation from each of the Rating Agencies Agency that the proposed appointment will not result in an increased capital charge to the Security Insurer by either of the Rating AgenciesAgency. 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 Security Insurer may petition petition, at the expense of the Depositor, any court of competent jurisdiction for the appointment of a successor Owner Trustee. If If, at any time time, the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 10.01 and shall fail to resign after written request therefor by the General PartnerAdministrator 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, then the General Partner with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) Administrator or the Security Insurer may remove the Owner Trustee. If the General Partner shall remove the Owner Trustee shall be removed under the authority of the immediately preceding sentence, the General Partner Administrator shall promptly appoint a successor Owner Trustee acceptable to the Security Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer removed and one copy to the successor Owner Trustee Trustee, and payment of shall pay all fees 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. 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 10.3 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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 of the Rating AgenciesAgency.

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 General PartnerSponsor (or in the event that the Sponsor is not the sole Residual Certificateholder, the Security Insurer Holders of Residual Certificates evidencing not less than a majority in interest in the Trust), the Insurer, Xxxxxxx Mac and the Servicer. Upon receiving such notice of resignation, the General Partner Sponsor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 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 General Partner 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 Security Insurer by either of the Rating Agencies. 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 Security Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 11.1 and shall fail to resign after written request therefor by the General PartnerSponsor, 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, then the General Partner Residual Certificateholder with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and be continuing) or the Security Insurer Controlling Party may remove the Owner Trustee. If the General Partner Residual Certificateholder shall remove the Owner Trustee under the authority of the immediately preceding sentence, the General Partner Sponsor shall promptly appoint a successor Owner Trustee acceptable to Trustee, meeting the Security Insurer qualifications set forth in Section 11.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed, one copy to the Security Insurer Insurer, one copy to Xxxxxxx Mac and one copy to the successor Owner Trustee and payment of the Sponsor shall pay all fees 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 shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.3 11.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The General Partner 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.