Common use of Co-Trustee; Separate Trustee Clause in Contracts

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent to act as co-trustee, jointly with the Trust Collateral Agent, or separate trustee or separate trustees, of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent 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 Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time be located, the Servicer, [the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) )] and the Trust Collateral Agent acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent to act as co-trustee, jointly with the Trust Collateral Agent, or separate trustee or separate trustees, of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, [the Note Insurer Insurer] and the Trust Collateral Agent may consider necessary or desirable. If the Servicer [and the Note Insurer Insurer] shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent 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 Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or the ServicerCollateral Agent shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Holders, or the Majority Holders shall in writing so request the Collateral Agent and the Trustors, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Collateral Agent and the Trust Collateral Agent acting jointly shall have the power and Trustors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust Company, or one or more persons approved by the Trust Collateral Agent and the Trustors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral, jointly with the Trust Collateral AgentAgent originally named herein or any successor or successors, or to act as separate trustee or separate trustees, trustees of all or any part of such property. In the Issuer, and to vest in such Person, in such capacity and for event the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Trustors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 30 days after the receipt by it of a written request from the Collateral Agent so to do, or in the case an Event of Actionable Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet Section 6.10 without the terms concurrence of eligibility as a successor Trust the Trustors, and the Trustors hereby appoint the Collateral Agent pursuant as its agent and attorney to act for it under the foregoing provisions of this Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice 6.10 in either of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9such contingencies.

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or the ServicerCollateral Agent shall be advised by counsel, satisfactory to it, that it is so necessary or advisable in the interest of the Secured Parties, or the Majority Holders shall in writing so request the Collateral Agent and the Trustors, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Collateral Agent and the Trust Trustors shall, at the reasonable request of the Collateral Agent acting jointly shall have the power and shall Agent, execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent and the Trustors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral, jointly with the Trust Collateral AgentAgent originally named herein or any successor or successors, or to act as separate trustee or separate trustees, trustees of all or any part of such property. In the Issuer, and to vest in such Person, in such capacity and for event the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Trustors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 30 days after the receipt by it of a written request from the Collateral Agent so to do, or in the case an Event of Actionable Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet Section 6.10 without the terms concurrence of eligibility as a successor Trust the Trustors, and the Trustors hereby appoint the Collateral Agent pursuant as its agent and attorney to act for it under the foregoing provisions of this Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice 6.10 in either of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9such contingencies.

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Certificate Insurer (provided a Note no Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.1110.12, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Certificate Insurer and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Certificate Insurer shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent 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 Trust Collateral Agent trustee pursuant to Section 10.710.8, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 10.10 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.10.10. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer [Credit Enhancer] (provided a Note Insurer Default no [Enhancement Default] shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.1110.12, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer [Credit Enhancer] and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Insurer [Credit Enhancer] shall not have joined in such appointment within fifteen ([15) ] days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent 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 Trust Collateral Agent trustee pursuant to Section 10.710.8, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 10.10 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.10.10. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer [Credit Enhancer] (provided a Note Insurer Default an [Enhancement Default] shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.1110.12, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer [Credit Enhancer] and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Insurer [Credit Enhancer] shall not have joined in such appointment within fifteen ([15) ] days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent 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 Trust Collateral Agent trustee pursuant to Section 10.710.8, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 10.10 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.10.10. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Certificate Insurer (provided a Note an Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.119.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Certificate Insurer and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Certificate Insurer shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent 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 Trust Collateral Agent trustee pursuant to Section 10.79.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 9.9 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.9.9. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: 103

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, [the Note Certificate Insurer (provided a Note an Insurer Default shall not have occurred and be continuing) )] and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.119.11, such powers, duties, obligations, rights, and trusts as the Servicer, [the Note Insurer Certificate Insurer] and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer [and the Note Insurer Certificate Insurer] shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent 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 Trust Collateral Agent trustee pursuant to Section 10.79.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 9.9 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.9.9. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent to act as co-trustee, jointly with the Trust Collateral Agent, or separate trustee or separate trustees, of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have the power to make such appointment. No co-trustee or 67 separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Second Lien Collateral shall be located, or the ServicerSecond Lien Collateral Trustee shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Holders, or the Majority Holders shall in writing so request the Second Lien Collateral Trustee and the Trustors, or the Second Lien Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Second Lien Collateral Trustee and the Trust Collateral Agent acting jointly shall have the power and Trustors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust Parent, or one or more persons approved by the Trust Second Lien Collateral Agent Trustee and the Trustors, either to act as co-trusteetrustee or co-trustees of all or any of the Second Lien Collateral, jointly with the Trust Second Lien Collateral AgentTrustee originally named herein or any successor or successors, or to act as separate trustee or separate trustees, trustees of all or any part of such property. In the Issuer, and to vest in such Person, in such capacity and for event the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Trustors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 30 days after the receipt by it of a written request from the Second Lien Collateral Trustee so to do, or in the case an Event of Actionable Default shall have occurred and be continuing, the Trust Second Lien Collateral Agent alone shall have Trustee may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet Section 6.10 without the terms concurrence of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth thereinTrustors, and no notice the Trustors hereby appoint the Second Lien Collateral Trustee as its agent and attorney to act for it under the foregoing provisions of a successor Trust Collateral Agent pursuant to this Section 10.9 and no notice to Noteholders 6.10 in either of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9such contingencies.

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Seller and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.11SECTION 9.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer Seller and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Insurer Seller shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent 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 Trust Collateral Agent Trustee pursuant to Section 10.7SECTION 9.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent Trustee pursuant to Section 10.9 SECTION 9.9 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.SECTION 9.9. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) All rights, powers, duties, and obligations conferred or imposed upon the Trustee shall be conferred upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee under this Agreement or, as successor to the Servicer under this Agreement), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Seller and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.119.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer Seller and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Insurer Seller shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent 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 Trust Collateral Agent Trustee pursuant to Section 10.79.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent Trustee pursuant to Section 10.9 9.9 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.9.9. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Certificate Insurer (provided a Note PROVIDED an Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.119.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Certificate Insurer and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Certificate Insurer shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent 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 Trust Collateral Agent trustee pursuant to Section 10.79.7, except that the co-trustee or its parent shall comply with the rating rating, requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 9.9 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.9.9. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it ----------------------------------- shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or to avoid any violation of law or imposition on the ServicerTrustee of taxes by such jurisdiction not otherwise imposed on the Trustee, or the Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Administrative Agent, any Holder Representative in respect of the Surety Bond Obligations or any Public Debt Trustee shall in writing so request the Trustee and the Obligors, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Trust Security Document, the Note Insurer (provided a Note Insurer Default shall not have occurred Trustee and be continuing) and each of the Trust Collateral Agent acting jointly shall have the power and Obligors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent Trustee and the Obligors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral under this Trust Agreement or under any of the Trust Security Documents, jointly with the Trust Collateral AgentTrustee originally named herein or therein or any successor Trustee, or to act as separate trustee or separate trustees, trustees of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit Collateral. If any of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Obligors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 10 days after it receives a written request from the receipt by it of a request so Trustee to dodo so, or if a Notice of Acceleration is in the case an Event of Default shall have occurred and be continuingeffect, the Trust Collateral Agent alone shall have Trustee may act under the power to make foregoing provisions of this subsection 5.10(a) without the concurrence of such appointmentObligors and execute and deliver such instruments and agreements on behalf of such Obligors. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders Each of the appointment Obligors hereby appoints the Trustee as its agent and attorney to act for it under the foregoing provisions of any co-trustee or separate trustee shall be required pursuant to Section 10.9this subsection 5.10(a) in either of such contingencies.

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Certificate Insurer (provided a Note an Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons Persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.1110.12, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Certificate Insurer and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Certificate Insurer shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent 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 Trust Collateral Agent trustee pursuant to Section 10.710.8, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 10.10 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.10.10. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be --------------------------------- necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or to avoid any violation of law or imposition on the ServicerTrustee of taxes by such jurisdiction not otherwise imposed on the Trustee, or the Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Administrative Agent, any Holder Representative in respect of the Surety Bond Obligations or any Public Debt Trustee shall in writing so request the Trustee and the Obligors, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Trust Security Document, the Note Insurer (provided a Note Insurer Default shall not have occurred Trustee and be continuing) and each of the Trust Collateral Agent acting jointly shall have the power and Obligors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent Trustee and the Obligors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral under this Trust Agreement or under any of the Trust Security Documents, jointly with the Trust Collateral AgentTrustee originally named herein or therein or any successor Trustee, or to act as separate trustee or separate trustees, trustees of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit Collateral. If any of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Obligors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 10 days after it receives a written request from the receipt by it of a request so Trustee to dodo so, or if a Notice of Acceleration is in the case an Event of Default shall have occurred and be continuingeffect, the Trust Collateral Agent alone shall have Trustee may act under the power to make foregoing provisions of this subsection 5.10(a) without the concurrence of such appointmentObligors and execute and deliver such instruments and agreements on behalf of such Obligors. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders Each of the appointment Obligors hereby appoints the Trustee as its agent and attorney to act for it under the foregoing provisions of any co-trustee or separate trustee shall be required pursuant to Section 10.9this subsection 5.10(a) in either of such contingencies.