Common use of Appointment of Co-Owner Trustee or Separate Owner Trustee Clause in Contracts

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 11.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.311.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly (with the consent of the Insurer, which consent shall not be unreasonably withheld) shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustOwner Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement Section 10.5 shall be required to meet the terms of eligibility as a successor owner trustee Owner Trustee pursuant to Section 10.1 above and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 above. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Residual Interest Certificates under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.1. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement Section 10.5 shall be required to meet the terms of eligibility as a successor owner trustee Owner Trustee pursuant to Section 10.1 above and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 above. The Owner Trustee hereby appoints the Indenture Trustee for the purpose of establishing and maintaining the Collection Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.01 of the Sale and Servicing Agreement. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Servicer Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustTrust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, alone shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to clauses (iv), (v) and (vi) of Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly (with the consent of the Insurer, which consent shall not be unreasonably withheld) shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement Section 11.5 shall be required to meet the terms of eligibility as a successor owner trustee Owner Trustee pursuant to Section 10.1 11.1 above and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.311.3 above. The Owner Trustee hereby appoints the Indenture Trustee for the purpose of establishing and maintaining the Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.01 of the Sale and Servicing Agreement. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Residual Interest Certificates under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee [and acceptable to the Securities Insurer] to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator[, the Securities Insurer] and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, [(with the consent of the Majority Noteholders, Securities Insurer)] shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 except that notice to, and the written consent of, the Securities Insurer shall be required for the appointment of a co-trustee. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly (with the consent of the Insurer, which consent shall not be unreasonably withheld) shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement Section 10.5 shall be required to meet the terms of eligibility as a successor owner trustee Owner Trustee pursuant to Section 10.1 above and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 above. The Owner Trustee hereby appoints the Indenture Trustee for the purpose of establishing and maintaining the Collection Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.01 of the Sale and Servicing Agreement. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Master Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Trust Securities under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, shall have the power to make such appointment. No coCo-owner trustee Owner Trustee or separate owner trustee Owner Trustee under this Agreement Section 10.5 shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee Owner Trustee shall be required pursuant to Section 10.3. The Owner Trustee hereby appoints the Indenture Trustee as Co-Owner Trustee for the purpose of (i) establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Sections 5.01(c) and 5.03 of the Sale and Servicing Agreement. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer Depositor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Depositor and the Owner Trustee may consider necessary or desirable. If the Servicer Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 11.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.311.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Servicer Sponsor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustTrust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Sponsor and the Owner Trustee may consider necessary or desirable. If the Servicer Sponsor shall not have joined in such appointment within 15 [15] days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, alone shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 8.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.38.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Residual Certificates under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and acceptable to the Securities Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator, the Securities Insurer and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, (with the consent of the Majority Noteholders, Securities Insurer) shall have the power to make such appointment. No coCo-owner trustee Owner Trustee or separate owner trustee Owner Trustee under this Agreement Section 10.5 shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee Owner Trustee shall be required pursuant to Section 10.3. Each separate owner trustee The Owner Trustee hereby appoints the Indenture Trustee as Co-Owner Trustee for the purpose of (i) establishing and co-owner trustee shall, maintaining the Certificate Distribution Account and making the distributions therefrom to the extent permitted by lawPersons entitled thereto pursuant to Sections 5.01(c) and 5.03 of the Sale and Servicing Agreement and (ii) holding the Contract of Insurance on behalf of the Trust, be appointed facilitating claims under the Contract of Insurance and act subject for purposes of holding record ownership of each FHA Loan. The Owner Trustee and the Co-Owner Trustee each agree that upon the occurrence and continuation of a Securities Insurer Default, the Co-Owner Trustee shall resign and the Owner Trustee shall assume the duties and obligations of the Co-Owner Trustee under the Sale and Servicing Agreement (other than its duties as Contract of Insurance Holder thereunder) and this Agreement, including without limitation, the obligations of the Co-Owner Trustee as Paying Agent pursuant to the following provisions and conditions:Section 3.9 hereof.

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Residual Interest Certificates under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and acceptable to the Securities Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator, the Securities Insurer and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, (with the consent of the Majority Noteholders, Securities Insurer) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 except that notice to, and the written consent of, the Securities Insurer shall be required for the appointment of a co-trustee. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and acceptable to the Securities Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator, the Securities Insurer and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, (with the consent of the Majority Noteholders, Securities Insurer) shall have the power to make such appointment. No coCo-owner trustee Owner Trustee or separate owner trustee Owner Trustee under this Agreement Section 10.5 shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee Owner Trustee shall be required pursuant to Section 10.3. The Owner Trustee hereby appoints the Indenture Trustee as Co-Owner Trustee for the purpose of (i) establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Sections 5.01(c) and 5.03 of the Sale and Servicing Agreement and (ii) holding the Contract of Insurance on behalf of the Trust, facilitating claims under the Contract of Insurance and for purposes of holding record ownership of each FHA Loan. The Owner Trustee and the Co-Owner Trustee each agree that upon the occurrence and continuation of a Securities Insurer Default, the Co-Owner Trustee shall resign and the Owner Trustee shall assume the duties and obligations of the Co-Owner Trustee under the Sale and Servicing Agreement (other than its duties as Contract of Insurance Holder thereunder) and this Agreement, including without limitation, the obligations of the Co-Owner Trustee as Paying Agent pursuant to Section 3.9 hereof. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Servicer Administrator and the Owner Trustee acting jointly jointly, shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee Trustee, meeting the eligibility requirements of clauses (i) through (iii) of Section 10.01, to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustTrust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, alone shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Trust Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to clauses (iv) and (v) of Section 10.1 10.01 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.03. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Controlling Party to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Controlling Party (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 11.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.311.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Residual Interest Certificates under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee [and acceptable to the Securities Insurer] to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator[, the Securities Insurer] and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, [(with the consent of the Majority Noteholders, Securities Insurer)] shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 [except that notice to, and the written consent of, the Securities Insurer shall be required for the appointment of a co-trustee]. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Master Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3, except that notice to and written consent of, the Insurer shall be required for the appointment of a co-trustee. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this SectionSection 10.5, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 10.3 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. The Owner Trustee hereby appoints the Indenture Trustee as Co-Owner Trustee for the purpose of establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.2 of the Sale and Servicing Agreement. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Trust Certificates under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.1. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Property may at the time be located, the Master Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.03, except that notice to and written consent of, the Insurer shall be required for the appointment of a co-trustee. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3, except that notice to and written consent of, the Insurer shall be required for the appointment of a co-trustee. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly [(with the consent of the Insurer, which consent shall not be unreasonably withheld)] shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement Section 10.5 shall be required to meet the terms of eligibility as a successor owner trustee Owner Trustee pursuant to Section 10.1 above and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 above. The Owner Trustee hereby appoints the Indenture Trustee for the purpose of establishing and maintaining the Collection Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.01 of the Sale and Servicing Agreement. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Residual Interest Certificates under the Indenture, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee [and acceptable to the Securities Insurer] to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator[, the Securities Insurer] and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, [(with the consent of the Majority Noteholders, Securities Insurer)] shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 [except that notice to, and the written consent of, the Securities Insurer shall be required for the appointment of a co-trustee]. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle may at the time be located, the Servicer Administrative Agent and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustIssuer, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrative Agent and the Owner Trustee may consider necessary or desirable. If the Servicer Administrative Agent shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, alone shall have the power to make such appointment. If Delaware Trustee shall become incapable of acting, resign or be removed, unless Owner Trustee is qualified to act as Delaware Trustee, a successor co-trustee shall promptly be appointed in the manner specified in this Section 10.5 to act as Delaware Trustee. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property or any Financed Vehicle Estate may at the time be located, the Master Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Note Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Holding Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Note Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement Section 10.5 shall be required to meet the terms of eligibility as a successor owner trustee Owner Trustee pursuant to Section 10.1 above and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 above. The Owner Trustee hereby appoints the Indenture Trustee for the purpose of establishing and maintaining the Collection Account and Reserve Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.01 of the Sale and Servicing Agreement. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Servicer Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee Trustee, meeting the eligibility requirements of clause (a) of Section 10.1 hereof, to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustTrust Estate (except legal title to the Trust Student Loans), or any part thereof, and, subject to the other provisions of this SectionSection 10.5, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, the Owner Trustee shall, with the consent of the Majority Noteholders, alone shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to clauses (b) and (d) of Section 10.1 hereof and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 hereof. Each separate owner co-trustee and co-owner separate trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Master Servicer and the Owner Trustee Trustee, acting jointly jointly, shall have the power power, and shall execute and deliver all instruments instruments, to appoint one or more Persons approved by the Owner Trustee and the Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shallTrustee, with subject to the consent approval of the Majority NoteholdersInsurer (which approval shall not be unreasonably withheld), shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3, except that notice to, and written consent of, the Insurer shall be required for the appointment of a co-trustee. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Servicer Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee Trustee, meeting the eligibility requirements of clause (a) of Section 10.1 hereof, to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustTrust Estate (except legal title to the Trust Student Loans), or any part thereof, and, subject to the other provisions of this SectionSection 10.5, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, the Owner Trustee shall, with the consent of the Majority Noteholders, alone shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to clauses (b), (c) and (e) of Section 10.1 hereof and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 hereof. Each separate owner co-trustee and co-owner separate trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If ; provided, however, no such action may be taken unless the Owner Trustee shall have provided the Servicer with prior written notice of such appointment and the Servicer shall not have joined made all filings in such appointment within 15 days after all relevant jurisdictions under the receipt by it UCC and other applicable laws as are necessary to continue and maintain the first priority perfected ownership or security interest of a request so to do, the Collateral Agent in the property constituting the Owner Trustee shall, with the consent of the Majority Noteholders, have the power to make such appointmentTrust Estate. No co-owner trustee or separate owner trustee under this Agreement Section 10.5 shall be required to meet the terms of eligibility as a successor owner trustee Owner Trustee pursuant to Section 10.1 above and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 above. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Master Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Note Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustTrust B, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Note Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Collateral may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Trust pursuant to the Basic Documents, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. (a) Notwithstanding any other provisions of this Agreementhereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle property securing the same may at the time be located, the Servicer Depositor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trusteetrustee or co-trustees, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust Property, and to vest in such PersonPerson or Persons, in such capacity, such title to the TrustTrust Property, or any part thereof, and, and subject to the other provisions of this SectionSection 5.10, such powers, duties, obligations, rights and trusts as the Servicer Depositor and the Owner Trustee may consider necessary or desirable. If the Servicer Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, alone shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor owner trustee pursuant to under Section 10.1 5.06 hereunder and no notice to Holders of Certificates or Rating Agencies of the appointment of any co-owner trustee trustee(s) or separate owner trustee trustee(s) shall be required pursuant to under Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:5.08.

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Residual Interest Certificates under the Sale and Servicing Agreement, the Administrator and the Owner Trustee (and, in some cases, pursuant to the Sale and Servicing Agreement, the Servicer) acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section SECTION 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section SECTION 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Master Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Note Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the The Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Note Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:.

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Master Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Note Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustTrust A, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Note Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly [(with the consent of the Insurer, which consent shall not be unreasonably withheld)] shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement Section 10.5 shall be required to meet the terms of eligibility as a successor owner trustee Owner Trustee pursuant to Section 10.1 above and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 above. [The Owner Trustee hereby appoints the Indenture Trustee for the purpose of establishing and maintaining the Collection Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.01 of the Sale and Servicing Agreement.] Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Servicer Administrator and the Owner Trustee acting jointly jointly, shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee Trustee, meeting the eligibility requirements of clauses (i) through (iii) of Section 10.01, to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustTrust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, alone shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Trust Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to clause (iv) of Section 10.1 10.01 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.03. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Collateral may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Trust pursuant to the Basic Documents, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or a separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Residual Interest Certificates under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee [and acceptable to the Securities Insurer] to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator[, the Securities Insurer] and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, [(with the consent of the Majority Noteholders, Securities Insurer)] shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section SECTION 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3SECTION 10.3 except that notice to, and the written consent of, the Securities Insurer shall be required for the appointment of a co-trustee. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Loan Collateral may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Trust pursuant to the Basic Documents, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Certificates under this Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trusteeOwner Trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, shall have the power to make such appointment. No co-owner trustee Owner Trustee or separate owner trustee Owner Trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 13.01 and no notice of the appointment of any co-owner trustee or separate owner trustee Owner Trustee shall be required pursuant to Section 10.313.01. Each separate owner trustee Owner Trustee and co-owner trustee Owner Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Master Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee , except that notice to and written consent of, the Insurer shall be required for the appointment of a co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:trustee.

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Residual Interest Certificates under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and acceptable to the Securities Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator, the Securities Insurer and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 25 days after the receipt by it of a request so to do, the Owner Trustee shall, (with the consent of the Majority Noteholders, Securities Insurer) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 except that notice to, and the written consent of, the Securities Insurer shall be required for the appointment of a co-trustee. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Servicer and the Owner Trustee acting jointly (with the consent of the Insurer, which consent shall not be unreasonably withheld) shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement Section 10.5 shall be required to meet the terms of eligibility as a successor owner trustee Owner Trustee pursuant to Section 10.1 above and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.3 above. The Owner Trustee hereby appoints the Indenture Trustee for the purpose of establishing and maintaining the Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.01 of the Sale and Servicing Agreement. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Mortgaged Property may at the time be located, the Master Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Note Insurer to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustTrust C, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee 24 29 may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with subject to the consent approval of the Majority Noteholders, Note Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Servicer Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee Trustee, meeting the eligibility requirements of Section 10.01, to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustTrust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, acting alone shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee pursuant to Section 10.1 and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.310.03. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Owner Trustee or Separate Owner Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle Lease may at the time be located, the Servicer Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-owner trustee, jointly with the Owner Trustee, or separate owner trustee or separate owner trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity, such title to the TrustTrust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee shall, with the consent of the Majority Noteholders, alone shall have the power to make such appointment. No co-owner trustee or separate owner trustee under this Agreement shall be required to meet the terms of eligibility as a successor owner trustee Owner Trustee pursuant to Section 10.1 8.1, and no notice of the appointment of any co-owner trustee or separate owner trustee shall be required pursuant to Section 10.3. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:8.3.