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

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Seller 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.5, such powers, duties, obligations, rights and trusts as the Administrator Seller and the Owner Trustee may consider necessary or desirable. If the Administrator Seller 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agencyhave the Required Rating, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any timeagreement, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Fund or property securing any Financed Vehicle mortgage note may at the time be located, the Administrator CitiMortgage and the Owner Trustee acting jointly shall will have the power and shall will execute and deliver all instruments to appoint one or more Persons persons approved by the Administrator and Owner Trustee to act as co-trustee, trustee or co-trustees jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyFund, and to vest in such Personperson or persons, in such capacity and for the benefit of the Certificateholderscertificate holders and any Insurer, such title to the Trust Property Fund, or any part thereof thereof, and, subject to the other provisions of this Sectionsection 8.10, such powers, duties, obligations, rights and trusts as the Administrator CitiMortgage and the Owner Trustee may consider necessary or and desirable. If the Administrator shall CitiMortgage will not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the Owner case an Event of Default will have occurred and be continuing, the Trustee alone shall will have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall hereunder will be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, under section 8.6 and no notice to the certificate holders of the appointment of any co-trustee or separate trustee shall will be required pursuant to Section 10.03under section 8.8. Each Every separate trustee and co-trustee shallwill, to the extent permitted by Applicable Lawlaw and by the instrument appointing such separate trustee or co-trustee, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agencyhave (or have a parent that has) a rating of at least Baa3 by Moody's and A-1 by Standard & Poor's, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyTrust, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 15.12, such powers, duties, obligations, rights rights, and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the Owner case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 15.08 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0315.10. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle may at the time be located, or for enforcement actions or conflict of interest matters, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. A co-trustee or separate trustee appointed hereunder is not an agent of the Owner Trustee. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agencyhave the Required Rating, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Owner Trust Property Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall have the Required Rating or otherwise be acceptable to each Rating Agency, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee and the Insurer to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer 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 alone subject, unless an Insurer Default shall have occurred and be continuing, to the approval of the Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Equipment may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyTrust, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.13, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Servicing Termination shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.9 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.11. Each separate trustee and Notwithstanding the appointment of a co-trustee shallor separate trustee hereunder, to the extent permitted by Applicable Law, Trustee shall not be appointed and act subject to the following provisions and conditions:relieved of any of its obligations under this Agreement.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Seller and the Owner applicable Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner such Trustee to act as co-trustee, jointly with the Owner such Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Seller and the Owner applicable Trustee may consider necessary or desirable. If the Administrator Seller shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner applicable Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator Servicer and the Owner Trustee acting jointly shall have the power and shall will execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee and the Security Insurer to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 9.5, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator shall Servicer has not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have subject (unless an Insurer Default has occurred and is continuing) to the approval of the Security Insurer (which approval will not be unreasonably withheld) has the power to make such appointment. No co-trustee or separate trustee under this Agreement shall will be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.1 and no notice of the appointment of any co-trustee or separate trustee shall will be required pursuant to Section 10.039.3. Each separate trustee and co-trustee shallwill, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provision of this Agreementprovisions hereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle for a given Series may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Propertysuch Trust, and to vest in such PersonPerson or Persons, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property such Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 8.10, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Administrative Agent Termination Event shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant trustee under Section 8.6 hereunder and no notice to Section 10.01, except that such Holders of Certificates of the appointment of co-trustee or successor co-trustees or separate trustee or trustees shall be acceptable required under Section 8.8 hereof. Notwithstanding anything contained herein to each Rating Agencythe contrary, and no notice of the appointment of any a co-trustee or separate trustee shall be required pursuant to this Section 10.03. Each separate trustee and co-trustee shall8.10 shall not release the Trustee from the duties, to the extent permitted by Applicable Lawobligations, be appointed and act subject to the following provisions and conditions:responsibilities or liabilities arising under this Agreement.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee and the Insurer to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator 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 alone subject, unless an Insurer Default shall have occurred and be continuing, to the approval of the Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee and the Security Insurer to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer 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 alone subject, unless an Insurer Default shall have occurred and be continuing, to the approval of the Security Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agencyhave (or have a parent that has) a rating of at least "Baa3" by Moody's and "A-1" by Standard & Poor's, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee and the Security Insurer to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator 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 alone subject, unless an Insurer Default shall have occurred and be continuing, to the approval of the Security Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Transferor 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 Administrator each of Transferor and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 9.05, such powers, duties, obligations, rights and trusts as the Administrator Transferor and the Owner Trustee may consider necessary or desirable. If the Administrator Transferor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No no co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee and the Security Insurer to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator 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 alone subject, unless an Insurer Default shall have occurred and be continuing, to the approval of the Security Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, SECTION 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03SECTION 9.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee and any Support Provider to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Master Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator 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 alone and subject to the approval of the Certificate Majority (which approval shall not be unreasonably withheld), shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, Trustee or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the CertificateholdersNoteholders and the Note Insurer, such title to the Trust Property Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the Owner case a Servicer Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No Each co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner trustee pursuant to Section 10.09 but no notice of a successor Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.11 and no notice to Noteholders or the Note Insurer of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.11. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyTrust, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.14, such powers, duties, obligations, rights rights, and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Servicing Termination shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.10 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.12. Each separate trustee and Notwithstanding the appointment of a co-trustee shallor separate trustee hereunder, to the extent permitted by Applicable Law, Trustee shall not be appointed and act subject to the following provisions and conditions:relieved of any of its obligations under this Agreement.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting the activities of the Issuer under the Transaction Documents including any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee and any Series Support Provider to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Master Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator 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 alone Trustee, subject to the approval of the Certificate Majority (which approval shall not be unreasonably withheld), shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Administrator Backup 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyTrust, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 11.12, such powers, duties, obligations, rights and trusts as the Administrator Backup Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Backup Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the Owner case an Event of Backup Servicing Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 11.08 and no notice of a successor trustee pursuant to Section 11.10 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0311.10. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee and any Support Provider to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator 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 alone Trustee, subject to the approval of the Certificate Majority (which approval shall not be unreasonably withheld), shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Mortgaged Property may at the time be located, the Administrator 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 Administrator and Owner Trustee them to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyTrust, and to vest in such PersonPerson or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Master Servicer and the Owner Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Master Servicer. If the Administrator Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the Owner case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to under Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.039.08. Each Every separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator Servicer and the Owner Trustee acting jointly shall have the power and shall will execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee and the Security Insurer to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator shall Servicer will not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have subject, unless an Insurer Default has occurred and is continuing, to the approval of the Security Insurer (which approval will not be unreasonably withheld) has the power to make such appointment. No co-trustee or separate trustee under this Agreement shall will be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.1 and no notice of the appointment of any co-trustee or separate trustee shall will be required pursuant to Section 10.039.3. Each separate trustee and co-trustee shallwill, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Trust Estate may at the time be located, the Administrator Administrator, on behalf of the Trust, and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments to appoint one or more Persons Person(s) approved by the Administrator and Owner Trustee to act as co-trusteetrustee(s), jointly with the Owner Trustee, or as separate trustee or separate trusteestrustee(s), of all or any part of the Trust PropertyEstate, and to vest in such PersonPerson(s), in such capacity and for the benefit of the CertificateholdersHolders, such title to the Trust Property Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Administrator, on behalf of the Trust, and the Owner Trustee may consider necessary or desirable. If the Administrator Administrator, on behalf of the Trust, shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 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-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provision of this Agreementprovisions hereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle for a given Series may at the time be located, the Administrator Trustor 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 Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Propertysuch Trust, and to vest in such PersonPerson or Persons, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property such Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 8.10, such powers, duties, obligations, rights and trusts as the Administrator Trustor and the Owner Trustee may consider necessary or desirable. If the Administrator Trustor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Administrative Agent Termination Event shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant trustee under Section 8.6 hereunder and no notice to Section 10.01, except that such Holders of Certificates of the appointment of co-trustee or successor co-trustees or separate trustee or trustees shall be acceptable required under Section 8.8 hereof. Notwithstanding anything contained herein to each Rating Agencythe contrary, and no notice of the appointment of any a co-trustee or separate trustee shall be required pursuant to this Section 10.03. Each separate trustee and co-trustee shall8.10 shall not release the Trustee from the duties, to the extent permitted by Applicable Lawobligations, be appointed and act subject to the following provisions and conditions:responsibilities or liabilities arising under this Agreement.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, 10.01 except that such co-trustee or successor trustee shall be acceptable to each Rating Agencyhave (or have a parent that has) a rating of at least Baa3 by Moody's and A-1 by Standard & Poor's, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Seller 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.05, such powers, duties, obligations, rights and trusts as the Administrator Seller and the Owner Trustee may consider necessary or desirable. If the Administrator Seller shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle Collateral may at the time be located, 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 Administrator Administrator, [the Note Insurer] and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Administrator, [the Note Insurer] and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointmentappointment [with the consent of the Note Insurer]. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Assets may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyAssets, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.03 except for a notice of such appointment to be delivered by the Owner Trustee to the Rating Agencies. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyTrust, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 11.13, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, or if an Event of Default shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 11.09 and no notice of the appointment of any co-trustee or separate a successor trustee shall be required pursuant to Section 10.0311.11. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Assets may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyAssets, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No With the exception of the Delaware Trustee, no co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.019.01, except that each such co-trustee or successor separate trustee shall be acceptable to each have (or have a parent that has) a rating of at least Baa3 by Moody's (if Moody's is a Rating Agency) and A-1 by Standard & Poor's (if Standard & Xxxx's is a Rating Agency), and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuing Entity, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. 28 (NALT 2021-A Amended and Restated Trust Agreement) Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Seller 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.5, such powers, duties, obligations, rights and trusts as the Administrator Seller and the Owner Trustee may consider necessary or desirable. If the Administrator Seller 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. 38 Second Amended and Restated Trust Agreement (SDART 2018-1) Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agencyhave (or have a parent that has) a rating of at least "Baa3" by Xxxxx'x and "A-1" by Standard & Poor's, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle may at the time be located, or for enforcement actions or conflict of interest matters, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 twenty-five (25) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. A co-trustee or separate trustee appointed hereunder is not an agent of the Owner Trustee.Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.1. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee and the Security Insurer to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator 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 subject, unless an Insurer Default shall have occurred and be continuing, to the approval of the Security Insurer (which approval shall not be unreasonably withheld) alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator Designated Certificateholder 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 Administrator Designated Certificateholder and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Owner Trust Property Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Designated Certificateholder and the Owner Trustee may consider necessary or desirable. If the Administrator Designated Certificateholder shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Trust Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle Equipment may at the time be located, or for conflict of interest matters, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. A co-trustee or separate trustee appointed hereunder is not an agent of the Owner Trustee. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Assets may at the time be located, the Administrator Transferor 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 each of the Administrator Transferor and the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyAssets, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Assets, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Transferor and the Owner Trustee may consider necessary or desirable. If the Administrator Transferor shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such 23 (Nissan 2012-B Amended & Restated Trust Agreement) Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such 29 (NAROT 2019-B Amended & Restated Trust Agreement) Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Transferor 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 Administrator each of Transferor and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 9.5, such powers, duties, obligations, rights and trusts as the Administrator Transferor and the Owner Trustee may consider necessary or desirable. If the Administrator Transferor shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No no co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Assets may at the time be located, the Administrator Beneficiary 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyAssets, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Beneficiary and the Owner Trustee may consider necessary or desirable. If the Administrator Beneficiary shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.03 except for a notice of such appointment to be delivered by the Owner Trustee to the Rating Agencies. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyTrust, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.11, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the Owner case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.0110.7, except that such co-trustee or successor trustee shall be acceptable as to each Rating Agencythe rating requirements set forth therein, and no notice of a successor trustee pursuant to Section 10.9 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.9. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Seller 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Seller and the Owner Trustee may consider necessary or desirable. If the Administrator Seller shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such 23 (Nissan 2013-A Amended & Restated Trust Agreement) Table of Contents Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate (Nissan 2011-A Amended & Restated Trust Agreement) trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Seller 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Seller and the Owner Trustee may consider necessary or desirable. If the Administrator Seller shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:: 20 Amended and Restated

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property Issuer or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall have the Required Rating or otherwise be acceptable to each Rating Agency, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle may at the time be located, 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 30 (2006-A Amended and Restated Trust Agreement) the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuing Entity, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor (NALT 200[ ]-[ ] Amended and Restated Trust Agreement) 30 shall not have joined in such appointment within 15 [15] days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding --------------------------------------------- any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Seller 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 each of the Administrator Seller and the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 9.5, such powers, duties, obligations, rights ----------- and trusts as the Administrator Seller and the Owner Trustee may consider necessary or desirable. If the Administrator Seller shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No no co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.1 and no notice of the ----------- appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.3. ----------- Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, Trustee or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the CertificateholdersNoteholders and the Note Insurer, such title to the Trust Property Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the Owner case a Servicer Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No Each co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner trustee pursuant to Section10.09 but no notice of a successor Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.11 and no notice to Noteholders or the Note Insurer of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.11. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any timeagreement, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Fund or property securing any Financed Vehicle mortgage note may at the time be located, the Administrator CitiMortgage and the Owner Trustee acting jointly shall will have the power and shall will execute and deliver all instruments to appoint one or more Persons persons approved by the Administrator and Owner Trustee to act as co-trustee, trustee or co-trustees jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyFund, and to vest in such Personperson or persons, in such capacity and for the benefit of the Certificateholderscertificate holders and any 101 Insurer, such title to the Trust Property Fund, or any part thereof thereof, and, subject to the other provisions of this Sectionsection 8.10, such powers, duties, obligations, rights and trusts as the Administrator CitiMortgage and the Owner Trustee may consider necessary or and desirable. If the Administrator shall CitiMortgage will not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the Owner case an Event of Default will have occurred and be continuing, the Trustee alone shall will have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall hereunder will be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, under section 8.6 and no notice to the certificate holders of the appointment of any co-trustee or separate trustee shall will be required pursuant to Section 10.03under section 8.8. Each Every separate trustee and co-trustee shallwill, to the extent permitted by Applicable Lawlaw and by the instrument appointing such separate trustee or co-trustee, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Estate or any Financed Vehicle may at the time be located, 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 (2006-B Amended and Restated Trust Agreement) the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding --------------------------------------------- any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Seller 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 each of the Administrator Seller and the Owner Trustee to act as co-co- trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 9.5, such powers, duties, obligations, rights ----------- and trusts as the Administrator Seller and the Owner Trustee may consider necessary or desirable. If the Administrator Seller shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No no co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.1 and no notice of the ----------- appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.3. ----------- Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provision provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Trust Depositor and the Owner Trustee acting jointly shall have the power and shall authority to execute and deliver all instruments to appoint one or more Persons approved by the Administrator Trust Depositor and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Trust Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Trust Depositor shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power power, authority and authorization to make such appointment. No co-trustee or separate trustee under this Trust Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or ------------- separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Law, be appointed and act subject to the following provisions and conditions:-------------

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other (Nissan 2009-1 Amended & Restated Trust Agreement) provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 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 25 TRUST AGREEMENT in this Section 10.5 to act as Delaware Trustee. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Owner Trust Property Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall have the Required Rating or otherwise be acceptable to each Rating Agency, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 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 TRUST AGREEMENT 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-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator Servicer and the Owner Trustee acting jointly shall have the power and shall will execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee and the Insurer to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator shall Servicer will not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have subject, unless an Insurer Default has occurred and is continuing, to the approval of the Insurer (which approval will not be unreasonably withheld) has the power to make such appointment. No co-trustee or separate trustee under this Agreement shall will be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.1 and no notice of the appointment of any co-trustee or separate trustee shall will be required pursuant to Section 10.039.3. Each separate trustee and co-trustee shallwill, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Property Estate or any Financed Vehicle may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator 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 alone shall have the power to make such appointment. Pursuant to a Co-Trustee Agreement, dated as of February 1, 1996, between The Bank of New York (Delaware) and The Bank of New York, the Owner Trustee shall appoint The Bank of New York, as a co-trustee hereunder and such agreement is hereby incorporated herein by reference. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Law, be appointed and act subject to the following provisions and conditions:6.10.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions provision and conditions:: (Nissan 2004-C Amended & Restated Trust Agreement)

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Owner Trust Property Estate or Sub-Trust Assets or any Financed Vehicle may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate or Sub-Trust Assets, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator Designated Certificateholder 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 Administrator Designated Certificateholder and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Owner Trust Property Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Designated Certificateholder and the Owner Trustee may consider necessary or desirable. If the Administrator Designated Certificateholder shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Trust Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Mortgaged Property may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyTrust, and to vest in such PersonPerson or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Master Servicer and the Owner Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Master Servicer. If the Administrator Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the Owner case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to under Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.039.08. Each 77 Every separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Collateral Security may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.1. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee and the Insurer to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator 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 alone subject, unless (i) an Insurer Default shall have occurred and be continuing or (ii) the Class A Notes are no longer outstanding and all amounts owing to the Insurer have been paid to it, to the approval of the Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Law, be appointed and act subject to the following provisions and conditions:10.3.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding (a)Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyTrust, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.14, such powers, duties, obligations, rights rights, and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Servicing Termination shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.10 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.12. Each separate trustee and Notwithstanding the appointment of a co-trustee shallor separate trustee hereunder, to the extent permitted by Applicable Law, Trustee shall not be appointed and act subject to the following provisions and conditions:relieved of any of its obligations under this Agreement.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any timeagreement, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Fund or property securing any Financed Vehicle mortgage note may at the time be located, the Administrator CitiMortgage and the Owner Trustee acting jointly shall will have the power and shall will execute and deliver all instruments to appoint one or more Persons persons approved by the Administrator and Owner Trustee to act as co-trustee, trustee or co-trustees jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyFund, and to vest in such Personperson or persons, in such capacity and for the benefit of the Certificateholderscertificate holders and any Insurer, such title to the Trust Property Fund, or any part thereof thereof, and, subject to the other provisions of this Sectionsection 8.10, such powers, duties, obligations, rights and trusts as the Administrator CitiMortgage and the Owner Trustee may consider necessary or and desirable. If the Administrator shall CitiMortgage will not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the Owner case an Event of Default will have occurred and be continuing, the Trustee alone shall will have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall hereunder will be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-101 trustee or successor trustee shall be acceptable to each Rating Agency, under section 8.6 and no notice to the certificate holders of the appointment of any co-trustee or separate trustee shall will be required pursuant to Section 10.03under section 8.8. Each Every separate trustee and co-trustee shallwill, to the extent permitted by Applicable Lawlaw and by the instrument appointing such separate trustee or co-trustee, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator Designated Certificateholder 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 Administrator Designated Certificateholder and Owner Trustee to act as co-co- trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Owner Trust Property Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Designated Certificateholder and the Owner Trustee may consider necessary or desirable. If the Administrator Designated Certificateholder shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Trust Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Contract Security may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.1. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Loan Security may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.1. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 Administrator 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 Administrator and Owner Trustee and any Series Support Provider to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Master Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator 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 alone Trustee, subject to the approval of the Certificate Majority (which approval shall not be unreasonably withheld), shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, ss. 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03ss. 10.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall have the Required Rating or otherwise be acceptable to each Rating Agency, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision of this Agreementprovisions hereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle for a given Series may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Propertysuch Trust, and to vest in such PersonPerson or Persons, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property such Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 8.10, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Administrative Agent Termination Event shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant trustee under Section 8.6 hereunder and no notice to Section 10.01, except that such Holders of Certificates of the appointment of co-trustee or successor co-trustees or separate trustee or trustees shall be acceptable required under Section 8.8 hereof. Notwithstanding anything contained herein to each Rating Agencythe contrary, and no notice of the appointment of any a co-trustee or separate trustee shall be required pursuant to this Section 10.03. Each separate trustee and co-trustee shall8.10 shall not release the Trustee from the duties, to the extent permitted by Applicable Lawobligations, be appointed and act subject to the following provisions and conditions:responsibilities or liabilities arising under this Agreement.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-co trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any timeagreement, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property Fund or property securing any Financed Vehicle mortgage note may at the time be located, the Administrator CitiMortgage and the Owner Trustee acting jointly shall will have the power and shall will execute and deliver all instruments to appoint one or more Persons persons approved by the Administrator and Owner Trustee to act as co-trustee, trustee or co-trustees jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any 101 part of the Trust PropertyFund, and to vest in such Personperson or persons, in such capacity and for the benefit of the Certificateholderscertificate holders and any Insurer, such title to the Trust Property Fund, or any part thereof thereof, and, subject to the other provisions of this Sectionsection 8.10, such powers, duties, obligations, rights and trusts as the Administrator CitiMortgage and the Owner Trustee may consider necessary or and desirable. If the Administrator shall CitiMortgage will not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the Owner case an Event of Default will have occurred and be continuing, the Trustee alone shall will have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall hereunder will be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, under section 8.6 and no notice to the certificate holders of the appointment of any co-trustee or separate trustee shall will be required pursuant to Section 10.03under section 8.8. Each Every separate trustee and co-trustee shallwill, to the extent permitted by Applicable Lawlaw and by the instrument appointing such separate trustee or co-trustee, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Product may at the time be located, 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-co- trustee or separate trustee shall be required pursuant to Section 10.0310.1. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle Estate may at the time be located, the Administrator Grantor Trust Seller and the Owner Grantor Trust Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Grantor Trust Trustee to act as co-trustee, jointly with the Owner Grantor Trust Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Grantor Trust Seller and the Owner Grantor Trust Trustee may consider necessary or desirable. If the Administrator Grantor Trust Seller shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to dodo so, the Owner Grantor Trust Trustee alone shall have the power to make such appointment. No co-co- trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. 10.3.‌ Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, SECTION 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03SECTION 10.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of 26 TRUST AGREEMENT eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Owner Trust, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the CARAT Owner Trust Property Estate or any Financed Vehicle COLT 2005-SN1 Secured Note may at the time be located, the Trust Administrator and the CARAT Owner Trustee acting jointly shall shall, at the expense of the Trust Administrator, have the power and shall shall, at the expense of the Trust Administrator, execute and deliver all instruments to appoint one or more Persons approved by the Administrator and CARAT Owner Trustee to act as co-trustee, jointly with the CARAT Owner Trustee, or as separate trustee or separate trustees, of all or any part of the CARAT Owner Trust PropertyEstate, and to vest in such Person (in the name of the Trust and not in such Person's name for the Trust, except to the extent otherwise required by, and in accordance with, Section 2.8), in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Trust Administrator and the CARAT Owner Trustee may consider necessary or desirable. If the Trust Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the CARAT Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Law, be appointed and act subject to the following provisions and conditions:6.10.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement 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 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust PropertyEstate, and to vest in such Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Property Issuer, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the 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 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-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 10.1 and no TRUST AGREEMENT notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by Applicable Lawlaw, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provision provisions of this Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may at the time be located, the Administrator 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 Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust PropertyTrust, and to vest in such Person, in such capacity and for the benefit of the CertificateholdersHolders, such title to the Trust Property Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 9.13, such powers, duties, obligations, rights rights, and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case a Servicer Termination Event shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall be acceptable to each Rating Agency, 9.9 and no notice to Holders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.11. Each separate trustee and Notwithstanding the appointment of a co-trustee shallor separate trustee hereunder, to the extent permitted by Applicable Law, Trustee shall not be appointed and act subject to the following provisions and conditions:relieved of any of its obligations under this Agreement.