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

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Equipment may at the time be located, the Indenture Trustee shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 7.13, such powers, duties, obligations, rights and trusts as the Servicer, the Trust and the Indenture Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 7.08 hereof, and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part pad of the Trust or any Equipment Indenture Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Swap Counterparties, such title to the TrustIndenture Collateral, or any part thereofhereof, and, subject to the other provisions of this Section 7.13Section, such powers, duties, obligations, rights and trusts as the Servicer, the Trust Indenture Trustee and the Indenture Trustee Administrator may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor Indenture Trustee under Section 7.08 hereof, 6.11 and no notice to Noteholders or Swap Counterparties of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 hereof6.08. If the Indenture Trustee is incompetent or unqualified in any jurisdiction to perform as required by this Indenture, all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon such separate Indenture Trustee or co-Indenture Trustee who shall exercise and perform such rights, powers, duties and obligations solely at the direction of the Indenture Trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Trust or any Equipment Indenture Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-–Indenture Trustee or co-–Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Swap Counterparties, such title to the TrustIndenture Collateral, or any part thereofhereof, and, subject to the other provisions of this Section 7.13Section, such powers, duties, obligations, rights and trusts as the Servicer, the Trust Indenture Trustee and the Indenture Trustee Administrator may consider necessary or desirable. If the Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-–Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor Indenture Trustee under Section 7.08 hereof, 6.11 and no notice to Noteholders or Swap Counterparties of the appointment of any co-–Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 hereof6.08. If the Indenture Trustee is incompetent or unqualified in any jurisdiction to perform as required by this Indenture, all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon such separate Indenture Trustee or co–Indenture Trustee who shall exercise and perform such rights, powers, duties and obligations solely at the direction of the Indenture Trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Trust or any Equipment Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the TrustTrust Estate, or any part thereofhereof, and, subject to the other provisions of this Section 7.13Section, such powers, duties, obligations, rights and trusts as the Servicer, the Trust and the Indenture Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee trustee under Section 7.08 hereof, 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 7.12 6.8 hereof.. (b) Every 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 Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture 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 the Indenture 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 Estate 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 Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co- trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. SECTION 6.11

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Equipment may at the time be located, the Indenture Trustee shall shall, with the consent of, or at the written direction of, the Note Insurer, execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, and the Note Insurer such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 7.13, such powers, duties, obligations, rights and trusts as the Servicer, the Trust and the Indenture Trustee may consider necessary or desirable; provided, however, that if there is a conflict between the Trust, the Indenture Trustee and the Note Insurer regarding the appointment of a co-Indenture Trustee or separate Indenture Trustee, the Note Insurer shall prevail. If the 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 case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone and Trust, acting jointly, shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 7.08 hereof, and no notice to Noteholders of the 38 45 appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Equipment may at the time be located, the Indenture Trustee shall, with the consent of the Note Insurer, or the Note Insurer shall have the power from time to time, and shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, the Note Insurer and the Letter of Credit Bank, as their interests appear herein, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 7.13, such powers, duties, obligations, rights and trusts as the Servicer, the Trust and the Indenture Trustee may consider necessary or desirable; provided, however, that if there is a conflict between the Trust, the Indenture Trustee and the Note Insurer regarding the appointment of a co-Indenture Trustee or separate Indenture Trustee, the Note Insurer shall prevail. If the 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 case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone and Trust, acting jointly, shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 7.08 hereof, and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Equipment may at the time be located, the Indenture Trustee shall shall, with the consent of, or at the written direction of, the Note Insurer, execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, and the Note Insurer such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 7.13, such powers, duties, obligations, rights and trusts as the Servicer, the Trust and the Indenture Trustee may consider necessary or desirable; provided, however, that if there is a conflict between the Trust, the Indenture Trustee and the Note Insurer regarding the appointment of a co-Indenture Trustee or separate Indenture Trustee, the Note Insurer shall prevail. If the 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 case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 7.08 hereof, and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Equipment may at the time be located, the Indenture Trustee shall, with the consent of the Note Insurer (so long as no Note Insurer Default has occurred and is continuing) and the satisfaction of the Rating Agency Condition, or the Note Insurer (so long as no Note Insurer Default has occurred and is continuing) shall have the power from time to time, and shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Note Insurer, as their interests appear herein, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 7.13, such powers, duties, obligations, rights and trusts as the Servicer, the Trust and the Indenture Trustee may consider necessary or desirable; provided, however, that if there is a conflict between the Trust, the Indenture Trustee and the Note Insurer regarding the appointment of a co-Indenture Trustee or separate Indenture Trustee, the Note Insurer shall prevail (so long as no Note Insurer Default has occurred and is continuing). If the Servicer shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone and the Trust, acting jointly, shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 7.08 hereof, and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Trust or any Equipment Estate may at the time be located, the Indenture Trustee Trustee, with the consent of the Security Insurer (if the Security Insurer is the Controlling Party), shall have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteeco- trustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the TrustTrust Estate, or any part thereofhereof, and, subject to the other provisions of this Section 7.13Section, such powers, duties, obligations, rights and trusts as the Servicer, the Trust and the Indenture Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee trustee under Section 7.08 hereof, 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee co- trustee or separate Indenture Trustee trustee shall be required under Section 7.12 6.08 hereof. (b) Every 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 Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture 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 Indenture 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 the Indenture 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 Estate 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 Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co- trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. SECTION 6.11.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Pledged Property or any Equipment may at the time be located, the Indenture Trustee shall shall, with the consent of, or at the written direction of, the Note Insurer, execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, and the Note Insurer such title to the TrustPledged Property, or any part thereof, and, subject to the other provisions of this Section 7.137.12, such powers, duties, obligations, rights and trusts as the Servicer, the Trust Issuers and the Indenture Trustee may consider necessary or desirable; provided, however, that if there is a conflict between the Issuers, the Indenture Trustee and the Note Insurer regarding the appointment of a co-Indenture Trustee or separate Indenture Trustee, the decision of the Note Insurer shall prevail. If the 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 case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust Issuers shall not have joined in such appointment within 15 days after the receipt by it them of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 7.08 hereof, and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 7.10 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenturehereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of REMIC Trust, NIMS Trust, or property securing the Trust or any Equipment same may at the time be located, the Master Servicer and the Indenture Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the REMIC Trust and NIMS Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the REMIC Trust and NIMS Trust, or any part thereof, and, subject to the other provisions of this Section 7.137.10, such powers, duties, obligations, rights and trusts as the Servicer, the Trust Master Servicer and the Indenture Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an a Master Servicer Event of Servicing Termination Default shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 7.08 hereof, 7.06 hereunder and no notice to Noteholders Holders of Notes of the appointment of co-Indenture Trustee(s) or separate Indenture Trustee(s) shall be required under Section 7.08 hereof. In the event that a co-Indenture Trustee is appointed at the request of the Master Servicer, the fees and expenses of such co-Indenture Trustee shall be paid by the Master Servicer. In the case of any appointment of a co-Indenture Trustee or separate Indenture Trustee pursuant to this Section 6.10 all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be required conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate Indenture Trustee or co-Indenture Trustee jointly, except to the extent that under Section 7.12 hereofany law of any jurisdiction in which any particular act or acts are to be performed by the Indenture Trustee (whether as Indenture Trustee hereunder or as successor to the Master Servicer hereunder), the Indenture 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 NIMS Trust, or any portion thereof in any such jurisdiction) shall be exercised and 106 performed by such separate Indenture Trustee or co-Indenture Trustee at the direction of the Indenture Trustee. Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate Indenture Trustees and co-Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate Indenture Trustee or co-Indenture Trustee shall refer to this Agreement and the conditions of this Article VI. Each separate Indenture Trustee and co-Indenture Trustee, upon its acceptance of the trust conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. Any separate Indenture Trustee or co-Indenture Trustee may, at any time, constitute the Indenture Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate Indenture Trustee or co-Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor Indenture Trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenturehereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the assets of the Trust or any Equipment property securing the same may at the time be located, the Issuer and the Indenture Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee and the Credit Enhancer to act as co-Indenture Trustee trustee or co-Indenture Trusteestrustees, jointly with the Indenture Trustee, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the assets of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the assets of the Trust, or any part thereof, and, subject to the other provisions of this Section 7.136.10, such powers, duties, obligations, rights and trusts as the Servicer, the Trust Issuer and the Indenture Trustee may consider necessary or desirable. If the Servicer Issuer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination Default shall have occurred and be continuing, the Indenture Trustee alone shall have (with the power to make such appointment; provided, however, that if consent 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 Indenture Trustee alone Credit Enhancer) shall have the power to make such appointment. No co-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee trustee under Section 7.08 hereof, 6.6 hereunder and no notice to Noteholders Holders of Notes of the appointment of any co-Indenture Trustee trustee(s) or separate Indenture Trustee trustee(s) shall be required under Section 7.12 6.8 hereof. In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 6.10, all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Indenture Trustee hereunder or as successor to the Issuer hereunder), the Indenture 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 assets of the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Indenture Trustee. Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. Any separate trustee or co-trustee may, at any time, constitute the Indenture Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. The Indenture Trustee shall not be responsible for any action or inaction of any such separate trustee or co-trustee. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a 41 Page 41 new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Trust or any Equipment Collateral may at the time be located, the Indenture Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the TrustCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the TrustCollateral, or any part thereofhereof, and, subject to the other provisions of this Section 7.13Section, such powers, duties, obligations, rights and trusts as the Servicer, the Trust Indenture Trustee and the Indenture Trustee Issuer may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust Issuer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor Indenture Trustee under Section 7.08 hereof, 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 hereof6.08. If the Indenture Trustee is incompetent or unqualified in any jurisdiction to perform as required by this Indenture, all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon such separate trustee or co-trustee who shall exercise and perform such rights, powers, duties and obligations solely at the direction of the Indenture Trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this IndentureAgreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Equipment Financed Vehicle may at the time be located, the Indenture 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 Indenture Owner Trustee and the Note Insurer to act as co-Indenture Trustee or co-Indenture Trusteestrustee, jointly with the Indenture Owner Trustee, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustOwner Trust Estate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholderscapacity, such title to the Trust, or any part thereof, 31 <PAGE> and, subject to the other provisions of this Section 7.13Section, such powers, duties, obligations, rights and trusts as the Servicer, the Trust Servicer and the Indenture Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination Owner Trustee subject, unless a Note Insurer Default shall have occurred and be continuing, to the Indenture Trustee alone shall have approval of the power to make such appointment; provided, however, that if the Trust Note Insurer (which approval shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone be unreasonably withheld) shall have the power to make such appointment. No co-Indenture Trustee trustee or separate Indenture Trustee hereunder trustee under this Agreement shall be required to meet the terms of eligibility as a successor Indenture Trustee under trustee pursuant to Section 7.08 hereof, 9.1 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture trustee shall be required pursuant to Section 9.3. 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 Owner Trustee shall be required conferred upon and exercised or performed by the Owner 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 Owner Trustee joining in such act), except to the extent that under Section 7.12 hereof.any law of any jurisdiction in which any particular act or acts are to be performed, the Owner 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 Owner 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 (iii) the Servicer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Servicer and the Note Insurer. Any separate trustee or co-trustee may at any time appoint the Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of 32 <PAGE> its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. ARTICLE X.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Pledged Property or any Equipment may at the time be located, the Indenture Trustee shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, Noteholders such title to the TrustPledged Property, or any part thereof, and, subject to the other provisions of this Section 7.137.12, such powers, duties, obligations, rights and trusts as the Servicer, the Trust Issuers and the Indenture Trustee may consider necessary or desirable; PROVIDED, HOWEVER, that if there is a conflict between the Issuers and the Indenture Trustee regarding the appointment of a co-Indenture Trustee or separate Indenture Trustee, the decision of the Indenture Trustee shall prevail. If the Servicer shall not have joined in such 57 appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; providedPROVIDED, howeverHOWEVER, that if the Trust Issuers shall not have joined in such appointment within 15 days after the receipt by it them of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 7.08 hereof, and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 7.10 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Pledged Property or any Equipment may at the time be located, the Indenture Trustee shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, Noteholders such title to the TrustPledged Property, or any part thereof, and, subject to the other provisions of this Section 7.137.12, such powers, duties, obligations, rights and trusts as the Servicer, the Trust Issuers and the Indenture Trustee may consider necessary or desirable; provided, however, that if there is a conflict between the Issuers and the Indenture Trustee regarding the appointment of a co-Indenture Trustee or separate Indenture Trustee, the decision of the Indenture Trustee shall prevail. If the 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 case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust Issuers shall not have joined in such appointment within 15 days after the receipt by it them of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 7.08 hereof, and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 7.10 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of the TIA or of any jurisdiction in which any part of the Trust Estate or any Equipment Property may at the time be located, the [ISSUER/SERVICER] and the Indenture Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee and reasonably acceptable to the Note Insurer to act as coCo-Indenture Trustee or co-Co- Indenture Trustees, jointly with the Indenture Trustee, of all or any part of the Trust Estate or separate Indenture Trustee or separate Indenture Trustees, Trustees of all or any part of the TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersOwners and the Note Insurer, such title to the TrustTrust Estate, or any part thereof, and, subject to the other provisions of this Section 7.139.14, such powers, duties, obligations, rights and trusts as the Servicer, the Trust [ISSUER/SERVICER] and the Indenture Trustee may consider necessary or desirable. If the Servicer [ISSUER/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 case an Event of Servicing Termination any event indicated in Section 7.20(a) shall have occurred and be continuing, the Indenture Trustee alone shall have subject to reasonable approval of the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee Note Insurer alone shall have the power to make such appointment. No coCo-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee trustee under Section 7.08 hereof, 9.08 and no notice to Noteholders Owner of the appointment of any coCo-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 hereof.9.09. Every separate Indenture Trustee and Co-Indenture Trustee shall, to the extent permitted, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Equipment Estate may at the time be located, the Servicer and the Indenture Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee Required Bondholders to act as co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, of all or any part of the Trust Estate or separate Indenture Trustee or separate Indenture Trustees, Trustees of all or any part of the TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersBondholders, such title to the TrustTrust Estate, or any part thereof, and, subject to the other provisions of this Section 7.1310.13, such powers, duties, obligations, rights and trusts as the Servicer, the Trust Servicer and the Indenture Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, or in the case an any Servicer Event of Servicing Termination Default shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee under Section 7.08 hereof10.08, and no notice to Noteholders Bondholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 7.12 hereof.10.08. Every separate Indenture Trustee and co-Indenture Trustee shall, to the extent permitted, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Trust or any Equipment Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust (other than the Certificate Distribution Account and the Class B Reserve Account and any amounts or property held therein or credited thereto), and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the TrustTrust Estate, or any part thereofhereof, and, subject to the other provisions of this Section 7.13Section, such powers, duties, obligations, rights and trusts as the Servicer, the Trust and the Indenture Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee trustee under Section 7.08 hereof, 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 7.12 6.8 hereof.. 36 42 (b) Every 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 Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture 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 the Indenture 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 any of the Trust Estate in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. SECTION 6.11

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Trust or any Equipment may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trustrelated Series Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trustrelated Series Trust Estate, or any part thereofhereof, and, subject to the other provisions of this Section 7.13Section, such powers, duties, obligations, rights and trusts as the Servicer, the Trust and the Indenture Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility as a successor Indenture Trustee trustee under Section 7.08 hereof, 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 7.12 6.8 hereof. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture 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 Indenture 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 the Indenture 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 Indenture Trustee; no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, including acts or omissions of predecessor or successor trustees; and the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Eligibility: Disqualification . The Indenture Trustee shall at all times: satisfy TIA Section 310(a), have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition, and have a long-term debt rating of at least "BBB", "Baa2" or equivalent rating from each of the Rating Agencies. The Indenture Trustee shall comply with TIA Section 310(b), including the optional provision permitted by the second sentence of TIA Section 310(b)(9); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.