Common use of Appointment of Additional Trustees Clause in Contracts

Appointment of Additional Trustees. (a) At any time or times for the purpose of meeting any legal requirements of any jurisdiction in which any of the Trust Property may at the time be located, or if the Owner Trustee otherwise deems such appointment necessary for its own protection, the Board of Managers and the Owner Trustee shall have the power to appoint one or more individuals or corporations either to act as co-trustee, or co-trustees, jointly with the Owner Trustee of all or any part of the Trust Property or to act as separate trustee or separate trustees of all or any part of the Trust Property and to vest in such Person or Persons, in such capacity, such title to the Trust Property or any part thereof, and such rights, powers, duties, trusts or obligations as the Owner Trustee may consider necessary or desirable, subject to the other provisions of this Section 13.02. (b) Unless otherwise provided in the instrument appointing such co-trustee or separate trustee, every co-trustee or separate trustee shall, to the extent permitted by law, be appointed subject to the following terms, namely: (i) All rights, powers, trusts, duties and obligations by this Agreement conferred upon the Owner Trustee in respect of the custody, control or management of moneys, papers, securities and other personal property, shall be exercised solely by the Owner Trustee; (ii) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed upon and exercised or performed by the Owner Trustee, or by the Owner Trustee and such co-trustee or co-trustees, or separate trustee or separate trustees jointly, except to the extent that, under the 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 act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees; (iii) Any request in writing by the Owner Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee; (iv) Any co-trustee or separate trustee to the extent permitted by law may delegate to the Owner Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise; (v) The Owner Trustee at any time, by an instrument in writing and at the written direction of the Board of Managers, may accept the resignation of, or remove, any co-trustee or separate trustee appointed under this Section 13.02. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 13.02; (vi) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; (vii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Board of Managers and delivered to the Owner Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and (viii) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Owner Trustee to be held pursuant to the terms hereof. (c) Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he shall be vested with the estate, right, title and interest in the Trust Property, or portion thereof, and with such rights, powers, duties, trusts or obligations, jointly or separately with the Owner Trustee, all as shall be specified in the instrument of appointment, subject to all the terms hereof. A copy of every such written acceptance shall be filed with the Owner Trustee. (d) In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the estate, right, title and interest in the Trust Property and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee unless and until a successor co-trustee or separate trustee shall be appointed pursuant to this Section 13.02.

Appointment of Additional Trustees. (a) At any time or times times, for the purpose of meeting any legal requirements of any jurisdiction in which any of the Trust Property may at the time be located, or if the Owner Trustee otherwise deems such appointment necessary for its own protection, the Board of Managers Owners and the Owner Trustee shall have the power to appoint one or more individuals or corporations either to act as co-trustee, or co-trustees, jointly with the Owner Trustee of all or any part of the Trust Property or to act as separate trustee or separate trustees of all or any part of the Trust Property and to vest in such Person person or Personspersons, in such capacity, such title to the Trust Property or any part thereof, and such rights, powers, duties, trusts or obligations as the Owner Trustee may consider necessary or desirable, subject to the other remaining provisions of this Section 13.029.02. (b) Unless otherwise provided in the instrument appointing such co-trustee or separate trustee, every co-trustee or separate trustee shall, to the extent permitted by law, be appointed subject to the following terms, namely: (i) All The Certificates, the Notes and the Note Agree- ments shall be executed and delivered, and all rights, powers, trusts, duties and obligations by this Agreement conferred upon the Owner Trustee in respect of the custody, control or management of moneys, papers, securities and other personal property, shall be exercised exercised, solely by the Owner Trustee; (ii) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed upon and exercised or performed by the Owner Trustee, or by the Owner Trustee and such co-trustee or co-trustees, or separate trustee or separate trustees jointly, except to the extent that, under the 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 act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees; (iii) Any request in writing by the Owner Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee; (iv) Any co-trustee or separate trustee to the extent permitted by law may delegate to the Owner Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise; (v) The Owner Trustee at any time, by an instrument in writing and at writing, with the written direction concurrence of the Board of ManagersOwners, may accept the resignation of, or remove, any co-trustee or separate trustee appointed under this Section 13.029.02. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 13.029.02; (vi) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; (vii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Board of Managers Owners and delivered to the Owner Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and (viii) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Owner Trustee to be held pursuant to the terms hereof. (c) Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he shall be vested with the estate, right, title and interest in the Trust Property, or portion thereof, and with such rights, powers, duties, trusts or obligations, jointly or separately with the Owner Trustee, all as shall be specified in the instrument of appointment, subject to all the terms hereof. A copy of every Every such written acceptance shall be filed with the Owner Trustee. (d) In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the estate, right, title and interest in the Trust Property and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee unless and until a successor co-trustee or separate trustee shall be appointed pursuant to this Section 13.029.02.

Appointment of Additional Trustees. (a) At any time or times times, for the purpose of meeting any legal requirements of any jurisdiction in which any of the Trust Property may at the time be located, or if in the event that the Owner Trustee otherwise deems such appointment necessary for its own protectionis unwilling to perform any act in any jurisdiction other than the State of Delaware, the Board of Managers and the Owner Trustee shall have the power to appoint one or more individuals or corporations either to act as co-trustee, trustee or co-trustees, trustees jointly with the Owner Trustee of all or any part of the Trust Property or to act as separate trustee or separate trustees of all or any part of the Trust Property and to vest in such Person person or Personspersons, in such capacity, such title to the Trust Property or any part thereof, and such rights, powers, duties, trusts or obligations as may be necessary for the Owner Trustee may consider necessary or desirableTrust to carry out the purposes hereunder, subject to the other remaining provisions of this Section 13.0210.02. (b) Unless otherwise provided in the instrument appointing such co-trustee or separate trustee, every co-trustee or separate trustee shall, to the extent permitted by law, be appointed subject to the following terms, namely: (i) All rights, powers, trusts, duties and obligations conferred by this Agreement conferred upon the Owner Trustee in respect of the custody, control or management of moneys, papers, securities and other personal property, property shall be exercised solely by the Owner Trustee; (ii) All rights, powers, trusts, duties and obligations conferred or imposed by this Agreement upon the trustees shall be conferred or imposed upon and exercised or performed by the Owner Trustee, or by the Owner Trustee and such co-trustee or co-trustees, or separate trustee or and separate trustees jointly, except to the extent that, under the 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, or in the event that the Owner Trustee is unwilling to perform any act in any jurisdiction other than the State of Delaware, in which event such act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trusteestrustees alone; (iii) Any request in writing by the Owner Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee; (iv) Any co-trustee or separate trustee to the extent permitted by law may delegate to the Owner Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise; (v) The Owner Trustee at any time, by an instrument in writing and at the written direction of the Board of Managers, may accept the resignation of, of or remove, remove any co-trustee or separate trustee appointed under this Section 13.0210.02. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 13.0210.02; (vi) No Neither the Owner Trustee nor any co-trustee or separate trustee appointed hereunder shall be personally liable by reason of any act or omission of any other trustee hereunderhereunder selected by it with reasonable care; (vii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Board of Managers Owners and delivered to the Owner Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and (viii) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Owner Trustee to be held pursuant to the terms hereof. (c) Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he shall be vested with the estate, right, title and interest in the Trust Property, or portion thereof, and with such rights, powers, duties, trusts or obligations, jointly or separately with the Owner Trustee, as set forth herein or otherwise, all as shall be specified in the instrument of appointment, subject to all the terms hereof. A copy of every Every such written acceptance shall be filed with the Owner Trustee. (d) In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the estate, right, title and interest in the Trust Property and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee unless and until a successor co-trustee or separate trustee shall be appointed pursuant to this Section 13.0210.02.

Appointment of Additional Trustees. (a) At any time or times times, for the purpose of meeting any legal requirements of any jurisdiction in which any of the Trust Property may at the time be located, or if the Owner Trustee otherwise deems such appointment necessary for its own protection, the Board of Managers Owners and the Owner Trustee shall have the power to appoint one or more individuals or corporations either to act as co-trustee, or co-trustees, jointly with the Owner Trustee of all or any part of the Trust Property or to act as separate trustee or separate trustees of all or any part of the Trust Property and to vest in such Person person or Personspersons, in such capacity, such title to the Trust Property or any part thereof, and such rights, powers, duties, trusts or obligations as the Owner Trustee may consider necessary or desirable, subject to the other remaining provisions of this Section 13.029.02. (b) Unless otherwise provided in the instrument appointing such co-trustee or separate trustee, every co-trustee or separate trustee shall, to the extent permitted by law, be appointed subject to the following terms, namely: (i) All The Certificates, the Notes and the Note Agreements shall be executed and delivered, and all rights, powers, trusts, duties and obligations by this Agreement conferred upon the Owner Trustee in respect of the custody, control or management of moneys, papers, securities and other personal property, shall be exercised exercised, solely by the Owner Trustee; (ii) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed upon and exercised or performed by the Owner Trustee, or by the Owner Trustee and such co-trustee or co-trustees, or separate trustee or separate trustees jointly, except to the extent that, under the 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 act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees; (iii) Any request in writing by the Owner Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee; (iv) Any co-trustee or separate trustee to the extent permitted by law may delegate to the Owner Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise; (v) The Owner Trustee at any time, by an instrument in writing and at writing, with the written direction concurrence of the Board of ManagersOwners, may accept the resignation of, or remove, any co-trustee or separate trustee appointed under this Section 13.029.02. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 13.029.02; (vi) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; (vii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Board of Managers Owners and delivered to the Owner Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and (viii) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Owner Trustee to be held pursuant to the terms hereof. (c) Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he shall be vested with the estate, right, title and interest in the Trust Property, or portion thereof, and with such rights, powers, duties, trusts or obligations, jointly or separately with the Owner Trustee, all as shall be specified in the instrument of appointment, subject to all the terms hereof. A copy of every Every such written acceptance shall be filed with the Owner Trustee. (d) In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the estate, right, title and interest in the Trust Property and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee unless and until a successor co-trustee or separate trustee shall be appointed pursuant to this Section 13.029.02.

Appointment of Additional Trustees. (a) At any time or times times, for the purpose of meeting conforming to any legal requirements of requirements, restrictions or conditions in any jurisdiction in which any of the Trust Property may at the time be locatedjurisdiction, or if the Owner Trustee otherwise deems such appointment shall deem it necessary for its own protectionor prudent in the interest of the Holders of Outstanding Securities so to do, the Board of Managers Company and the Owner Trustee shall have the power to appoint and, upon the request of the Trustee, the Company shall for such purpose join with the Trustee in the execution, delivery and performance of an indenture supplemental hereto and all other instruments and agreements necessary or proper (i) to appoint one or more individuals or corporations Persons (in this Indenture called "Additional Trustees") approved by the Trustee, either to act as co-trustee, trustee or co-trustees, trustees jointly with the Owner Trustee of all or any part of the Trust Property or to act as separate trustee or separate trustees for the purpose of all or any part of the Trust Property exercising such right and powers as may be provided in such supplemental indenture and (ii) to vest in such Person any Additional Trustee any right or Persons, in such capacity, such title to power of the Trust Property or any part thereof, and such rights, powers, duties, trusts or obligations as the Owner Trustee may consider necessary or desirablehereunder, subject to the other remaining provisions of this Section 13.02. (b) Unless otherwise provided 615. Any such supplemental indenture shall include all provisions required to be included by the Trust Indenture Act as then in the instrument appointing such co-trustee or separate trustee, every co-trustee or separate trustee shall, effect with respect to the extent permitted by laweligibility, be appointed subject to the following termsqualification, namely: (i) All rights, power, duties, obligations, liabilities and immunities of such Additional Trustee. The rights, powers, trusts, duties and obligations by this Agreement conferred upon the Owner Trustee in respect of the custody, control or management of moneys, papers, securities and other personal property, shall be exercised solely by the Owner Trustee; (ii) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees or any of them shall be conferred or imposed upon and exercised or performed by the Owner Trustee, or by the Owner Trustee and any Additional Trustee jointly, as provided in such co-trustee supplemental indenture or co-trustees, or separate trustee or separate trustees jointlyany such instrument and agreement, except to the extent that, under the 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 act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees; (iii) Any request in writing by the Owner Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee; (iv) Any co-trustee or separate trustee to the extent permitted by law may delegate to the Owner Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise; (v) The Owner Trustee at any time, by an instrument in writing and at the written direction of the Board of Managers, may accept the resignation of, or remove, any co-trustee or separate trustee appointed under this Section 13.02. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 13.02; (vi) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; (vii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Board of Managers and delivered to the Owner Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and (viii) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Owner Trustee to be held pursuant to the terms hereof. (c) Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he shall be vested with the estate, right, title and interest in the Trust Property, or portion thereof, and with such rights, powers, duties, trusts or obligations, jointly or separately with the Owner Trustee, all as shall be specified in the instrument of appointment, subject to all the terms hereof. A copy of every such written acceptance shall be filed with the Owner Trustee. (d) In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the estate, right, title and interest in the Trust Property and all rights, powers, trusts, duties and obligations shall be exercised and performed by the Additional Trustee. No Additional Trustee shall be given the power to authenticate Securities. In case the Company shall not have joined in the execution of said co-trustee such supplemental indenture or separate trustee shallany such instruments or agreements within 15 days after the receipt by it of a written request so to do, so far as permitted by law, vest or in case any Event of Default shall have occurred and be exercised by continuing, the Owner Trustee unless and until a successor co-trustee or separate trustee alone shall be appointed pursuant have power to this Section 13.02make such appointment.

Appointment of Additional Trustees. The Borrower Security Trustee (aafter consultation with the Obligors, if practicable in the circumstances) At may at any time appoint any person (whether or times for the purpose of meeting any legal requirements of any jurisdiction in which any of the Trust Property may at the time be located, or if the Owner Trustee otherwise deems such appointment necessary for its own protection, the Board of Managers and the Owner Trustee shall have the power to appoint one or more individuals or corporations either not a trust corporation) to act either as co-trustee, or co-trustees, jointly with the Owner Trustee of all or any part of the Trust Property or to act as a separate trustee or separate trustees of all or any part of the Trust Property and to vest in such Person or Persons, in such capacity, such title to the Trust Property or any part thereof, and such rights, powers, duties, trusts or obligations as the Owner Trustee may consider necessary or desirable, subject to the other provisions of this Section 13.02. (b) Unless otherwise provided in the instrument appointing such a co-trustee or separate trustee, every co-trustee or separate trustee shall, to the extent permitted by law, be appointed subject to the following terms, namelyjointly with it: (i) All rights, powers, trusts, duties and obligations by this Agreement conferred upon if it considers such appointment to be in the Owner Trustee in respect interests of the custody, control or management of moneys, papers, securities and other personal property, shall be exercised solely by the Owner Trustee;Borrower Secured Creditors; or (ii) All rightsfor the purposes of conforming to any legal requirements, restrictions or conditions which the Borrower Security Trustee deems relevant for the purposes hereof; or (iii) for the purposes of obtaining judgment in any jurisdiction, and the Borrower Security Trustee shall give notice to the Obligors of any such appointment. Any person so appointed shall have such powers, trusts, authorities and discretions and such duties and obligations conferred or imposed upon the trustees as shall be conferred or imposed upon and exercised or performed on such person by the Owner Trustee, or by the Owner Trustee and such co-trustee or co-trustees, or separate trustee or separate trustees jointly, except to the extent that, under the 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 act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees; (iii) Any request in writing by the Owner Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee; (iv) Any co-trustee or separate trustee to the extent permitted by law may delegate to the Owner Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise; (v) The Owner Trustee at any time, by an instrument in writing and at the written direction of the Board of Managers, may accept the resignation of, or remove, any co-trustee or separate trustee appointed under this Section 13.02. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 13.02; (vi) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; (vii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Board of Managers and delivered to the Owner Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and (viii) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Owner Trustee to be held pursuant to the terms hereof. (c) Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he shall be vested with the estate, right, title and interest in the Trust Property, or portion thereof, and with such rights, powers, duties, trusts or obligations, jointly or separately with the Owner Trustee, all as shall be specified in the instrument of appointment, subject appointment and shall have the same benefits hereunder as the Borrower Security Trustee. The Borrower Security Trustee shall have power in like manner to all the terms hereofremove any person so appointed. A copy of every The Borrower Security Trustee may pay to any person so appointed such written acceptance shall be filed with the Owner Trustee. (d) In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the estate, right, title and interest in the Trust Property and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far remuneration as permitted by law, vest in and be exercised has been previously approved by the Owner Trustee unless Obligors (such consent not to be unreasonably withheld, conditioned or delayed) and until a successor co-trustee or separate trustee shall be appointed any such remuneration, costs, charges and expenses (including any part of such remuneration, costs, charges and expenses as represents any VAT, provided that such person enters into an undertaking on the same terms, mutatis mutandis, as clause 13 (VAT) of the Common Terms Agreement) properly incurred by such person in performing its functions pursuant to this Section 13.02such appointment shall for the purposes hereof be treated as costs, charges and expenses incurred by the Borrower Security Trustee in performing its functions as trustee hereunder.

Appointment of Additional Trustees. (a) At any time or times times, for the purpose of meeting conforming to any legal requirements of requirements, restrictions or conditions in any jurisdiction in which any of the Trust Property may at the time be locatedjurisdiction, or if the Owner Trustee otherwise deems such appointment shall deem it necessary for its own protectionor prudent in the interest of the Holders of Outstanding Securities so to do, the Board of Managers Company and the Owner Trustee shall have the power to appoint and, upon the request of the Trustee, the Company shall for such purpose join with the Trustee in the execution, delivery and performance of an indenture supplemental hereto and all other instruments and agreements necessary or proper (i) to appoint one or more individuals or corporations Persons (in this Indenture called "Additional Trustees") approved by the Trustee, either to act as co-trustee, trustee or co-trustees, trustees jointly with the Owner Trustee of all or any part of the Trust Property or to act as separate trustee or separate trustees for the purpose of all or any part of the Trust Property exercising such rights and powers as may be provided in such supplemental indenture and (ii) to vest in such Person any Additional Trustee any right or Persons, in such capacity, such title to power of the Trust Property or any part thereof, and such rights, powers, duties, trusts or obligations as the Owner Trustee may consider necessary or desirablehereunder, subject to the other remaining provisions of this Section 13.02. (b) Unless otherwise provided 614. Any such supplemental indenture shall include all provisions required to be included by the Trust Indenture Act of 1939 as then in the instrument appointing such co-trustee or separate trustee, every co-trustee or separate trustee shall, effect with respect to the extent permitted by laweligibility, be appointed subject to the following termsqualification, namely: (i) All rights, power, duties, obligations, liabilities and immunities of such Additional Trustee. The rights, powers, trusts, duties and obligations by this Agreement conferred upon the Owner Trustee in respect of the custody, control or management of moneys, papers, securities and other personal property, shall be exercised solely by the Owner Trustee; (ii) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees or any of them shall be conferred or imposed upon and exercised or performed by the Owner Trustee, or by the Owner Trustee and any Additional Trustee jointly, as provided in such co-trustee supplemental indenture or co-trustees, or separate trustee or separate trustees jointlyany such instrument and agreement, except to the extent that, under the 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 act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees; (iii) Any request in writing by the Owner Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee; (iv) Any co-trustee or separate trustee to the extent permitted by law may delegate to the Owner Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise; (v) The Owner Trustee at any time, by an instrument in writing and at the written direction of the Board of Managers, may accept the resignation of, or remove, any co-trustee or separate trustee appointed under this Section 13.02. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 13.02; (vi) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; (vii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Board of Managers and delivered to the Owner Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and (viii) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Owner Trustee to be held pursuant to the terms hereof. (c) Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he shall be vested with the estate, right, title and interest in the Trust Property, or portion thereof, and with such rights, powers, duties, trusts or obligations, jointly or separately with the Owner Trustee, all as shall be specified in the instrument of appointment, subject to all the terms hereof. A copy of every such written acceptance shall be filed with the Owner Trustee. (d) In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the estate, right, title and interest in the Trust Property and all rights, powers, trusts, duties and obligations shall be exercised and performed by the Additional Trustee. No Additional Trustee shall be given the power to authenticate Securities. In case the Company shall not have joined in the execution of said co-trustee such supplemental indenture or separate trustee shallany such instruments or agreements within 15 days after the receipt by it of a written request so to do, so far as permitted by law, vest or in case any Event of Default shall have occurred and be exercised continuing, the Trustee alone shall have power to make such appointment. ARTICLE SEVEN Holders' Lists and Reports by Trustee and Company Section 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Owner Trustee unless and until a successor co-trustee or separate trustee shall be appointed pursuant to this Section 13.02.Trustee

Appointment of Additional Trustees. (a) At any time or times times, for the purpose of meeting conforming to any legal requirements of requirements, restrictions or conditions in any jurisdiction in which any of the Trust Property may at the time be locatedjurisdiction, or if the Owner Trustee otherwise deems such appointment shall deem it necessary for its own protectionor prudent in the interest of the Holders of Outstanding Securities so to do, the Board of Managers Company and the Owner Trustee shall have the power to appoint and, upon the request of the Trustee, the Company shall for such purpose join with the Trustee in the execution, delivery and performance of an indenture supplemental hereto and all other instruments and agreements necessary or proper (i) to appoint one or more individuals or corporations Persons (in this Indenture called "Additional Trustees") approved by the Trustee , either to act as co-trustee, trustee or co-trustees, trustees jointly with the Owner Trustee of all or any part of the Trust Property or to act as separate trustee or separate trustees for the purpose of all or any part of the Trust Property exercising such right. and powers as may be provided in such supplemental indenture and (ii) to vest in such Person any Additional Trustee any right or Persons, in such capacity, such title to power of the Trust Property or any part thereof, and such rights, powers, duties, trusts or obligations as the Owner Trustee may consider necessary or desirablehereunder, subject to the other remaining provisions of this Section 13.02. (b) Unless otherwise provided 615. Any such supplemental indenture shall include all provisions required to be included by the Trust Indenture Act as then in the instrument appointing such co-trustee or separate trustee, every co-trustee or separate trustee shall, effect with respect to the extent permitted by laweligibility, be appointed subject to the following termsqualification, namely: (i) All rights, power, duties, obligations, liabilities and immunities of such Additional Trustee. The rights, powers, trusts, duties and obligations by this Agreement conferred upon the Owner Trustee in respect of the custody, control or management of moneys, papers, securities and other personal property, shall be exercised solely by the Owner Trustee; (ii) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees or any of them shall be conferred or imposed upon and exercised or performed by the Owner Trustee, or by the Owner Trustee and any Additional Trustee jointly, as provided in such co-trustee supplemental indenture or co-trustees, or separate trustee or separate trustees jointlyany such instrument and agreement, except to the extent that, under the 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 act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees; (iii) Any request in writing by the Owner Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee; (iv) Any co-trustee or separate trustee to the extent permitted by law may delegate to the Owner Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise; (v) The Owner Trustee at any time, by an instrument in writing and at the written direction of the Board of Managers, may accept the resignation of, or remove, any co-trustee or separate trustee appointed under this Section 13.02. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 13.02; (vi) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; (vii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Board of Managers and delivered to the Owner Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and (viii) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Owner Trustee to be held pursuant to the terms hereof. (c) Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he shall be vested with the estate, right, title and interest in the Trust Property, or portion thereof, and with such rights, powers, duties, trusts or obligations, jointly or separately with the Owner Trustee, all as shall be specified in the instrument of appointment, subject to all the terms hereof. A copy of every such written acceptance shall be filed with the Owner Trustee. (d) In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the estate, right, title and interest in the Trust Property and all rights, powers, trusts, duties and obligations shall be exercised and performed by the Additional Trustee. No Additional Trustee shall be given the power to authenticate Securities. In case the Company shall not have joined in the execution of said co-trustee such supplemental indenture or separate trustee shallany such instruments or agreements within 15 days after the receipt by it of a written request so to do, so far as permitted by law, vest or in case any Event of Default shall have occurred and be exercised by continuing, the Owner Trustee unless and until a successor co-trustee or separate trustee along shall be appointed pursuant have power to this Section 13.02.make such appointment. ARTICLE SEVEN