Common use of Successor Trustee or Delaware Trustee Clause in Contracts

Successor Trustee or Delaware Trustee. Any successor Trustee or Delaware Trustee, as applicable, appointed as provided in Section 6.08 shall execute, acknowledge and deliver to the Servicer and to its predecessor Trustee or Delaware Trustee, as applicable, an instrument accepting such appointment under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction Document, and thereupon the resignation or removal of the predecessor Trustee or Delaware Trustee, as applicable, shall become effective and such successor Trustee or Delaware Trustee, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the predecessor Trustee or Delaware Trustee, as applicable, under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction Document, with like effect as if originally named as Trustee or Delaware Trustee, as applicable. The predecessor Trustee or Delaware Trustee, as applicable, shall deliver to the successor Trustee or Delaware Trustee, as applicable, all documents and statements held by it under this Master Trust Agreement, and the Servicer, and predecessor Trustee or Delaware Trustee, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee or Delaware Trustee, as applicable all such rights, powers, duties and obligations. No successor Trustee or Delaware Trustee, as applicable, shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee or Delaware Trustee, as applicable, shall be eligible under the provisions of Section 6.07 or Section 2.05, as applicable. Upon acceptance of appointment by a successor Trustee or Delaware Trustee, as applicable, as provided in this Section, the Servicer shall mail notice of such appointment to each Certificate Holder. If the Servicer fails to mail such notice within ten days after acceptance of appointment by the successor Trustee or Delaware Trustee, as applicable, the successor Trustee or Delaware Trustee, as applicable, shall cause such notice to be mailed at the expense of the Servicer. Any successor Delaware Trustee appointed hereunder shall promptly file with the Delaware Secretary of State an amendment to the Certificate of Trust identifying the name and principal place of business of such successor Delaware Trustee in the State of Delaware. Neither the predecessor Trustee nor the predecessor Delaware Trustee, in any capacity, have any liability for the acts or omissions of the successor Trustee or successor Delaware Trustee, respectively.

Successor Trustee or Delaware Trustee. Any successor Trustee or Delaware Trustee, as applicable, appointed as provided in pursuant to Section 6.08 10.02 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee or Delaware Trustee, as applicable, an instrument accepting such appointment under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction DocumentAgreement, and thereupon the resignation or removal of the predecessor Trustee or Delaware Trustee, as applicable, shall become effective and such successor Trustee or Delaware Trustee, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the its predecessor Trustee or Delaware Trustee, as applicable, under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction DocumentAgreement, with like effect as if originally named as Trustee or Delaware Trustee, as applicable. The predecessor Trustee or Delaware Trustee, as applicable, shall upon payment of its fees and expenses deliver to the successor Trustee or Delaware Trustee, as applicable, all documents documents, statements, moneys and statements properties held by it under this Master Trust Agreement, ; and the Servicer, Administrator and the predecessor Trustee or Delaware Trustee, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee or Delaware Trustee, as applicable applicable, all such rights, powers, duties and obligations. No successor Trustee or Delaware Trustee, as applicable, shall accept such appointment as provided in this Section unless at the time of such acceptance such successor Trustee or Delaware Trustee, as applicable, shall be eligible under the provisions of pursuant to Section 6.07 or Section 2.05, as applicable10.01. Upon acceptance of appointment by a successor Trustee or Delaware Trustee, as applicable, as provided in pursuant to this Section, the Servicer Administrator shall mail notice of the successor of such appointment Trustee or Delaware Trustee, as applicable, to each Certificate Holderthe holder of the Excess Distribution Certificate, the Indenture Trustee, the Noteholders, the Rating Agencies and a Swap Counterparty. If the Servicer fails Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee or Delaware Trustee, as applicable, the successor Trustee or Delaware Trustee, as applicable, shall cause such notice to be mailed at the expense of the Servicer. Any successor Delaware Trustee appointed hereunder shall promptly file with the Delaware Secretary of State an amendment to the Certificate of Trust identifying the name and principal place of business of such successor Delaware Trustee in the State of Delaware. Neither the predecessor Trustee nor the predecessor Delaware Trustee, in any capacity, have any liability for the acts or omissions of the successor Trustee or successor Delaware Trustee, respectivelyAdministrator.

Successor Trustee or Delaware Trustee. Any successor Trustee or Delaware Trustee, as applicable, appointed as provided in pursuant to Section 6.08 10.02 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee or Delaware Trustee, as applicable, an instrument accepting such appointment under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction DocumentAgreement, and thereupon the resignation or removal of the predecessor Trustee or Delaware Trustee, as applicable, shall become effective and such successor Trustee or Delaware Trustee, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the its predecessor Trustee or Delaware Trustee, as applicable, under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction DocumentAgreement, with like effect as if originally named as Trustee or Delaware Trustee, as applicable. The predecessor Trustee or Delaware Trustee, as applicable, shall upon payment of its fees and expenses deliver to the successor Trustee or Delaware Trustee, as applicable, all documents documents, statements, moneys and statements properties held by it under this Master Trust Agreement, Agreement; and the Servicer, Administrator and the predecessor Trustee or Delaware Trustee, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee or Delaware Trustee, as applicable applicable, all such rights, powers, duties and obligations. No successor Trustee or Delaware Trustee, as applicable, shall accept such appointment as provided in this Section unless at the time of such acceptance such successor Trustee or Delaware Trustee, as applicable, shall be eligible under the provisions of pursuant to Section 6.07 or Section 2.05, as applicable10.01. Upon acceptance of appointment by a successor Trustee or Delaware Trustee, as applicable, as provided in pursuant to this Section, the Servicer Administrator shall mail notice of the successor of such appointment Trustee or Delaware Trustee, as applicable, to each Certificate Holderthe holder of the Excess Distribution Certificate, the Indenture Trustee, the Noteholders, the Rating Agencies and a Swap Counterparty. If the Servicer fails Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee or Delaware Trustee, as applicable, the successor Trustee or Delaware Trustee, as applicable, shall cause such notice to be mailed at the expense of the Servicer. Any successor Delaware Trustee appointed hereunder shall promptly file with the Delaware Secretary of State an amendment to the Certificate of Trust identifying the name and principal place of business of such successor Delaware Trustee in the State of Delaware. Neither the predecessor Trustee nor the predecessor Delaware Trustee, in any capacity, have any liability for the acts or omissions of the successor Trustee or successor Delaware Trustee, respectivelyAdministrator.

Successor Trustee or Delaware Trustee. Any successor Trustee or Delaware Trustee, as applicable, appointed as provided in pursuant to this Section 6.08 9.3 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee or Delaware Trustee, as applicable, an instrument accepting such appointment under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction DocumentAgreement, and thereupon the resignation or removal of the predecessor Trustee or Delaware Trustee, as applicable, shall become effective and such successor Trustee or Delaware Trustee, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of the its predecessor Trustee or Delaware Trustee, as applicable, under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction DocumentAgreement, with like effect as if originally named as Trustee or Delaware Trustee, as applicablethe trustee. The predecessor Trustee or Delaware Trustee, as applicable, shall upon payment of its fees and expenses deliver to the successor Trustee or Delaware Trustee, as applicable, Trustee all documents and statements and monies held by it under this Master Trust Agreement, ; and the Servicer, Administrator and the predecessor Trustee or Delaware Trustee, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee or Delaware Trustee, as applicable Trustee all such rights, powers, duties and obligations. No successor Trustee or Delaware Trustee, as applicable, trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee or Delaware Trustee, as applicable, trustee shall be eligible under the provisions of pursuant to Section 6.07 or Section 2.05, as applicable9.1. Upon acceptance of appointment by a successor Trustee or Delaware Trustee, as applicable, as provided in trustee pursuant to this Section, the Servicer Administrator shall mail notice of such appointment to each Certificate Holderthe Holders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Servicer fails Administrator shall fail to mail such notice within ten 10 days after acceptance of appointment by the successor Trustee or Delaware Trustee, as applicabletrustee, the successor Trustee or Delaware Trustee, as applicable, trustee shall cause such notice to be mailed at the expense of the ServicerAdministrator. Any successor Delaware Trustee appointed hereunder pursuant to this Section 9.3 shall promptly file with the Delaware Secretary of State an amendment to the Certificate of Trust with the Secretary of State identifying the name and the principal place of business of such successor Delaware Trustee in the State of Delaware. Neither the predecessor Trustee nor the predecessor Delaware Trustee, in any capacity, have any liability for the acts or omissions of the successor Trustee or successor Delaware Trustee, respectively.

Successor Trustee or Delaware Trustee. Any successor Trustee or Delaware Trustee, as applicable, appointed as provided in pursuant to Section 6.08 10.02 hereof shall execute, acknowledge and deliver to the Servicer Depositor and to its predecessor Trustee or Delaware Trustee, as applicable, an instrument accepting such appointment under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction DocumentAgreement, and thereupon the resignation or removal of the predecessor Trustee or Delaware Trustee, as applicable, shall become effective and such successor Trustee or Delaware Trustee, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the its predecessor Trustee or Delaware Trustee, as applicable, under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction DocumentAgreement, with like effect as if originally named as Trustee or Delaware Trustee, as applicable. The predecessor Trustee or Delaware Trustee, as applicable, shall upon payment to it of its fees and expenses deliver to the successor Trustee or Delaware Trustee, as applicable, all documents documents, statements, moneys and statements properties held by it under this Master Trust Agreement, ; and the Servicer, Depositor and the predecessor Trustee or Delaware Trustee, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee or Delaware Trustee, as applicable applicable, all such rights, powers, duties and obligations. No successor Trustee or Delaware Trustee, as applicable, shall accept such appointment as provided in this Section unless unless, at the time of such acceptance acceptance, such successor Trustee or Delaware Trustee, as applicable, shall be eligible under the provisions of pursuant to Section 6.07 or Section 2.05, as applicable10.01 hereof. Upon acceptance of appointment by a successor Trustee or Delaware Trustee, as applicable, as provided in pursuant to this Section, the Servicer Depositor shall mail notice of the successor of such appointment Trustee or Delaware Trustee, as applicable, to each Certificate Holderthe Certificateholder and the Administrative Agent. If the Servicer fails Depositor shall fail to mail such notice within ten days after acceptance of appointment by the successor Trustee or Delaware Trustee, as applicable, the successor Trustee or Delaware Trustee, as applicable, shall cause such notice to be mailed at the expense of the ServicerDepositor. Any successor Delaware Trustee appointed hereunder pursuant to this Section shall promptly file with the Delaware Secretary of State an amendment to the Certificate certificate of Trust trust with the Secretary of State identifying the name and principal place of business of such successor Delaware Trustee in the State of Delaware. Neither Section 10.04 Merger or Consolidation of Trustee or Delaware Trustee. Any corporation or association into which the predecessor Trustee nor or the predecessor Delaware Trustee, in any capacityas applicable, have any liability for the acts may be merged or omissions of the successor Trustee or successor Delaware Trustee, respectively.28 4814-8521-2291.2

Successor Trustee or Delaware Trustee. Any successor Trustee or Delaware Trustee, as applicable, appointed as provided in pursuant to Section 6.08 10.02 shall execute, acknowledge and deliver to the Servicer Administrator and to its predecessor Trustee or Delaware Trustee, as applicable, an instrument accepting such appointment under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction DocumentAgreement, and thereupon the resignation or removal of the predecessor Trustee or Delaware Trustee, as applicable, shall become effective and such successor Trustee or Delaware Trustee, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of the its predecessor Trustee or Delaware Trustee, as applicable, under this Master Trust Agreement and each outstanding SUBI Supplement and relevant Transaction DocumentAgreement, with like effect as if originally named as Trustee or Delaware Trustee, as applicable. The predecessor Trustee or Delaware Trustee, as applicable, shall upon payment to it of its fees and expenses deliver to the successor Trustee or Delaware Trustee, as applicable, all documents documents, statements, moneys and statements properties held by it under this Master Trust Agreement, ; and the Servicer, Administrator and the predecessor Trustee or Delaware Trustee, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee or Delaware Trustee, as applicable applicable, all such rights, powers, duties and obligations. No successor Trustee or Delaware Trustee, as applicable, shall accept such appointment as provided in this Section unless unless, at the time of such acceptance acceptance, such successor Trustee or Delaware Trustee, as applicable, shall be eligible under the provisions of pursuant to Section 6.07 or Section 2.05, as applicable10.01. Upon acceptance of appointment by a successor Trustee or Delaware Trustee, as applicable, as provided in pursuant to this Section, the Servicer Administrator shall mail notice of the successor of such appointment Trustee or Delaware Trustee, as applicable, to each Certificate Holderthe EDC Holder and the Administrative Agent. If the Servicer fails Administrator shall fail to mail such notice within ten days after acceptance of appointment by the successor Trustee or Delaware Trustee, as applicable, the successor Trustee or Delaware Trustee, as applicable, shall cause such notice to be mailed at the expense of the ServicerAdministrator. 99724359 Nelnet-RBC Amended and Restated Trust Agreement Any successor Delaware Trustee appointed hereunder pursuant to this Section 10.03 shall promptly file with the Delaware Secretary of State an amendment to the Certificate certificate of Trust trust with the Secretary of State identifying the name and principal place of business of such successor Delaware Trustee in the State of Delaware. Neither the predecessor Trustee nor the predecessor Delaware Trustee, in any capacity, have any liability for the acts or omissions of the successor Trustee or successor Delaware Trustee, respectively.