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

Appointment of Additional Co-Trustee or 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 Trust Property, including, without limitation, any Financed Student Loan, may at the time be located, the Administrator and the Co-Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, or separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity, such title to the Trust Property, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Co-Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Co-Owner Trustee 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 trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.1; provided, however, that such co-trustee with or separate trustee from the Trust Eligible Lender Trustee shall be an Eligible Lender. (b) 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, shall be conferred upon and exercised or performed by the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Property 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable; (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 Administrator and the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, acting jointly 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable. Each such instrument shall be filed with the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, and a copy thereof given to the Administrator and the Certificateholder. (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Additional Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreementhereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property, including, without limitation, any Financed Student Loan, Fund or property securing Group A Mortgage Loans or Group B Mortgage Loans may at the time be located, the Administrator applicable Master Servicer and the Trustee (or the Co-Owner Trustee Trustee, as applicable) acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Co-Trustee to act as additional co-trusteetrustee or co-trustees, jointly with the Owner Co-Trustee, or approved by the Co-Owner Trustee or the Trust Eligible Lender Trustee, to act as the case may be, or separate trustee or separate trustees, of all or any part of the Trust PropertyFund, and to vest in such PersonPerson or Persons, in such capacity, such title to the Trust PropertyFund, or any part thereof, and, subject to the other provisions of this SectionSection 8.10, such powers, duties, obligations, rights and trusts as the Administrator applicable Master Servicer and the Trustee (or the Co-Owner Trustee Trustee, as applicable) may consider necessary or desirable. If the Administrator applicable Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, or in case an Event of Default shall have occurred and be continuing, the Trustee (or the Co-Owner Trustee Trustee, as applicable) alone shall have the power to make such appointment. No additional co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 8.06 hereunder and no notice to Holders of Certificates of the appointment of additional co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. All co-trustee fees shall be payable out of the Trust Fund. (b) In the case of any appointment of an additional co-trustee or separate trustee shall be required pursuant to this Section 10.1; provided8.10, however, that such co-trustee with or separate trustee from the Trust Eligible Lender Trustee shall be an Eligible Lender. (b) 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, duties and obligations conferred or imposed upon the Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, ) shall be conferred or imposed upon and exercised or performed by the Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, ) and such separate trustee or additional co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, joining in such act)jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee, performed (whether as Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable) hereunder or as successor to any Master Servicer or the Special Servicer hereunder), the Trustee (or the Co-Trustee, as applicable) shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Trust Property Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or additional co-trustee, but solely trustee at the direction of the Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable; (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 Administrator and the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, acting jointly 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 Owner Trustee, Trustee or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicablerespectively, shall be deemed to have been given to each of the then then-separate trustees and additional co-trustees, respectively, as effectively as if given to each of them. Every instrument appointing any separate trustee or additional co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VIII. Each separate trustee and additional 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, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, ) 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, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable). Each Every such instrument shall be filed with the Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, and a copy thereof given to the Administrator and the Certificateholder). (d) Any separate trustee or additional co-trustee may may, at any time appoint time, constitute the Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable), its agent or attorney-in-fact 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 additional co-trustee shall diecease to exist, 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 Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable), to the extent permitted by law, without the appointment of a new or successor trusteeTrustee (or the Co-Trustee, as applicable). (e) The appointment of an additional co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee or the Co-Trustee of its duties and responsibilities hereunder.

Appointment of Additional Co-Trustee or 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 Trust Property, including, without limitation, any Financed Student Loan, may at the time be located, the Administrator and the Co-Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the Owner Delaware Trustee, the Co-Owner Trustee or the Trust Co-Owner Eligible Lender Trustee, as the case may be, or separate trustee or separate trustees, of all or any part of the Trust Property, and to vest 36 41 in such Person, in such capacity, such title to the Trust Property, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Co-Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Co-Owner Trustee 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 trustee pursuant to Section 10.1 hereof and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.110.1 hereof; provided, however, that such co-trustee with or separate trustee from the Trust Co-Owner Eligible Lender Trustee shall be an Eligible Lender"eligible lender" under the Higher Education Act. (b) 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 Delaware Trustee, the Co-Owner Trustee or the Trust Co-Owner Eligible Lender Trustee, as applicable, shall be conferred upon and exercised or performed by the Owner Delaware Trustee, the Co-Owner Trustee or the Trust Co-Owner Eligible Lender Trustee, as applicable, 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 Delaware Trustee, the Co-Owner Trustee or the Trust Co-Owner Eligible Lender Trustee, as applicable, 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 Owner Delaware Trustee, the Co-Owner Trustee or the Trust Co-Owner Eligible Lender Trustee, as applicable, 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 Property 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 Delaware Trustee, the Co-Owner Trustee or the Trust Co-Owner Eligible Lender Trustee, as applicable; (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 Administrator and the Owner Delaware Trustee, the Co-Owner Trustee or the Trust Co-Owner Eligible Lender Trustee, as applicable, acting jointly 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 Owner Delaware Trustee, the Co-Owner Trustee or the Trust Co-Owner Eligible Lender Trustee, as applicable, 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 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 Delaware Trustee, the Co-Owner Trustee or the Trust Co-Owner Eligible Lender Trustee, as applicable, 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 Delaware Trustee, the Co-Owner Trustee or the Trust Co-Owner Eligible Lender Trustee, as applicable. Each such instrument shall be filed with the Owner Delaware Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, and a copy thereof given to the Administrator and the Certificateholder. (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Additional Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreementhereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property, including, without limitation, any Financed Student Loan, Fund or property securing the same may at the time be located, the Administrator Master Servicer and the Trustee (or the Co-Owner Trustee Trustee, as applicable) acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Co-Trustee to act as additional co-trusteetrustee or co-trustees, jointly with the Owner Co-Trustee, or approved by the Co-Owner Trustee or the Trust Eligible Lender Trustee, to act as the case may be, or separate trustee or separate trustees, of all or any part of the Trust PropertyFund, and to vest in such PersonPerson or Persons, in such capacity, such title to the Trust PropertyFund, or any part thereof, and, subject to the other provisions of this SectionSection 8.10, such powers, duties, obligations, rights and trusts as the Administrator Master Servicer and the Trustee (or the Co-Owner Trustee Trustee, as applicable) may consider necessary or desirable. If the Administrator Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, or in case an Event of Default in respect of the Master Servicer shall have occurred and be continuing, the Trustee (or the Co-Owner Trustee Trustee, as applicable) alone shall have the power to make such appointment. No additional co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 8.06 hereunder and no notice to Holders of Certificates of the appointment of any additional co-trustee trustee(s) or separate trustee trustee(s) shall be required pursuant to under Section 10.1; provided, however, that such co-trustee with or separate trustee from the Trust Eligible Lender Trustee shall be an Eligible Lender8.08 hereof. (b) Each separate trustee and In the case of any appointment of an additional co-trustee shallor a separate trustee pursuant to this Section 8.10, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties, duties and obligations conferred or imposed upon the Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, ) shall be conferred or imposed upon and exercised or performed by the Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, ) and such separate trustee or additional co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, joining in such act)jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee, performed (whether as Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable) hereunder or as successor to the Master Servicer or the Special Servicer hereunder), the Trustee (or the Co-Trustee, as applicable) shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Trust Property Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or additional co-trustee, but solely trustee at the direction of the Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable; (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 Administrator and the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, acting jointly 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 Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, ) shall be deemed to have been given to each of the then separate trustees and additional co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or additional co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VIII. Each separate trustee and additional 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, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, ) 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, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable). Each Every such instrument shall be filed with the Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, and a copy thereof given to the Administrator and the Certificateholder). (d) Any separate trustee or additional co-trustee may may, at any time appoint time, constitute the Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable), its agent or attorney-in-fact 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 additional co-trustee shall diecease to exist, 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 Owner Trustee, Trustee (or the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable), to the extent permitted by law, without the appointment of a new or successor trustee. (e) The appointment of an additional co-trustee or a separate trustee under this Section 8.10 shall not relieve the Trustee (or the Co-Trustee, as applicable) of its duties and responsibilities hereunder.

Appointment of Additional Co-Trustee or 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 Trust Property, including, without limitation, any Financed Student Loan, may at the time be located, the Administrator and the Co-Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, or separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such 32 Trust Agreement Person, in such capacity, such title to the Trust Property, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Co-Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Co-Owner Trustee 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 trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.1; provided, however, that such co-trustee with or separate trustee from the Trust Eligible Lender Trustee shall be an Eligible Lender. (b) 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, shall be conferred upon and exercised or performed by the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Property 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable; (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 Administrator and the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, acting jointly 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or 33 Trust Agreement the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable. Each such instrument shall be filed with the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, and a copy thereof given to the Administrator and the Certificateholder. (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Additional Co-Trustee or 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 Trust Property, including, without limitation, any Financed Student Loan, may at the time be located, the Administrator and the Co-Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as the case may be, or separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such 36 of 41 Person, in such capacity, such title to the Trust Property, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Co-Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Co-Owner Trustee 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 trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.1; provided, however, that such co-trustee with or separate trustee from the Trust Eligible Lender Trustee shall be an Eligible Lender. (b) 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, shall be conferred upon and exercised or performed by the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Property 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable; (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 Administrator and the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, acting jointly 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or 37 of 41 the Trust Eligible Lender Trustee, as applicable. Each such instrument shall be filed with the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, and a copy thereof given to the Administrator and the Certificateholder. (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, to the extent permitted by law, without the appointment of a new or successor trustee.. 38 of 41

Appointment of Additional Co-Trustee or 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 Trust Property, including, without limitation, any Financed Student Loan, may at the time be located, the Administrator and the Co-Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons to act as co-trustee, jointly with the Owner Delaware Trustee, the Co-Owner Trustee or the Trust Co-Owner Eligible Lender Trustee, as the case may be, or separate trustee or separate trustees, of all or any part of the Trust Property, and to vest in such Person, in such capacity, such title to the Trust Property, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Co-Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Co-Owner Trustee 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 trustee pursuant to Section 10.1 hereof and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.1; provided, however, that such co-trustee with or separate trustee from the Trust Eligible Lender Trustee shall be an Eligible Lender. (b) 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, shall be conferred upon and exercised or performed by the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Property 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable; (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 Administrator and the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, acting jointly 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable. Each such instrument shall be filed with the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, and a copy thereof given to the Administrator and the Certificateholder. (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, 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 Owner Trustee, the Co-Owner Trustee or the Trust Eligible Lender Trustee, as applicable, to the extent permitted by law, without the appointment of a new or successor trustee.