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

Appointment of Co-Delaware Trustee or Separate Delaware 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 Estate may at the time be located, the Trustor and the Delaware Trustee acting jointly will have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee to act as co-trustee, jointly with the Delaware Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor and the Delaware Trustee may consider necessary or desirable. If the Trustor will not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will have the power, acting alone, to make such appointment. No co-trustee or separate trustee under this Agreement will be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee will be required pursuant to Section 10.03. (b) Each separate trustee and co-trustee will, 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 Delaware Trustee will be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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) will be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Delaware Trustee; (ii) no trustee under this Agreement will be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trustor and the Delaware Trustee 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 Delaware Trustee will 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 will refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will be vested with the estates or property specified in its instrument of appointment, either jointly with the Delaware 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 Delaware Trustee. Each such instrument will be filed with the Delaware Trustee and a copy thereof given to the Trustor. (d) Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 will die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Delaware Trustee or Separate Delaware Trustee. (a) Notwithstanding any other provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Trustor Issuer Administrator and the Delaware Trustee acting jointly will shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee Trustee, meeting the eligibility requirements of Section 10.01 hereof, to act as co-trustee, jointly with the Delaware Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor Issuer Administrator and the Delaware Trustee may consider necessary or desirable. If the Trustor will Issuer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will acting alone shall have the power, acting alone, power to make such appointment. No co-trustee or separate trustee under this Trust Agreement will shall be required to meet the terms of eligibility as a successor Delaware Trustee trustee pursuant to clauses (d) through (e) of Section 10.01 hereof and no notice of the appointment of any co-trustee or separate trustee will shall be required pursuant to Section 10.03. (b) 10.03 hereof. Each separate trustee and co-trustee willshall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties, and obligations conferred or imposed upon the Delaware Trustee will shall be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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 Estate or any portion thereof in any such jurisdiction) will shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Delaware Trustee; (iib) no trustee under this Trust Agreement will shall be personally liable by reason of any act or omission of any other trustee under this Trust Agreement; and (iiic) the Trustor Issuer Administrator and the Delaware Trustee 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 Delaware Trustee will 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 will shall refer to this Trust Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Delaware Trustee or separately, as may be provided therein, subject to all the provisions of this Trust Agreement, specifically including every provision of this Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Delaware Trustee. Each such instrument will shall be filed with the Delaware Trustee and a copy thereof given to the Trustor. (d) Issuer Administrator. Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 Trust Agreement on its behalf and in its name. If any separate trustee or co-trustee will shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Delaware Trustee or Separate Delaware 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 Estate any Collateral may at the time be located, the Trustor and the Delaware Trustee acting jointly will shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee to act as co-trustee, jointly with the Delaware Trusteeit, or as separate trustee or separate trustees, of all or any part of the Trust Estateany Collateral, and subject to Section 2.09 of this Agreement to vest in such Person, in such capacity, such title to the Trust Estate any Collateral, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor and the Delaware Trustee may consider necessary or desirable. If the Trustor will not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will have the power, acting alone, to make such appointment. No co-trustee or separate trustee under this Agreement will shall be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 10.01 8.03 and no notice of the appointment of any co-trustee or separate trustee will shall be required pursuant to required; provided, however, that any co-trustee or separate trustee must be a "United States person" within the meaning of Section 10.037701(a)(30) of the Code and a "bank" within the meaning of Section 581 of the Code. (b) Each separate trustee and co-trustee willshall, 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 Delaware Trustee will shall be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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) will shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction discretion of the Delaware Trusteetrustee; (ii) no trustee under this Agreement will be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trustor Administrator and the Delaware Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee; and (iii) no trustee shall be personally liable by reason of the act or omission of any other trustee hereunder. (c) Any notice, request or other writing given to the Delaware Trustee will shall be deemed to have been given to each of the then separate trustees trustee and co-trusteestrustee, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee will shall refer to this Agreement Section 8.05 and the conditions of this ArticleArticle 8. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will shall be vested with the estates or property specified in its instrument instruments of appointment, either jointly with the Delaware 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 Delaware Trustee. Each such instrument will shall be filed with the Delaware Trustee and a copy thereof given to the TrustorAdministrator. (d) Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 will shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trusteeDelaware Trustee.

Appointment of Co-Delaware Trustee or Separate Delaware 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 Estate may at the time be located, the Trustor Administrator and the Delaware Trustee acting jointly will shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee Trustee, meeting the eligibility requirements of Section 10.01, to act as co-trustee, jointly with the Delaware Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor Administrator and the Delaware Trustee may consider necessary or desirable. If the Trustor will Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will acting alone shall have the power, acting alone, power to make such appointment. No co-trustee or separate trustee under this Agreement will shall be required to meet the terms of eligibility as a successor Delaware Trustee trustee pursuant to clauses (iv) through (v) of Section 10.01 and no notice of the appointment of any co-trustee or separate trustee will shall be required pursuant to Section 10.03. (b) . Each separate trustee and co-trustee willshall, 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 Delaware Trustee will shall be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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 Estate or any portion thereof in any such jurisdiction) will shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Delaware Trustee; (ii) no trustee under this Agreement will shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trustor Administrator and the Delaware Trustee 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 Delaware Trustee will 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 will shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Delaware 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 Delaware Trustee. Each such instrument will shall be filed with the Delaware Trustee and a copy thereof given to the Trustor. (d) Administrator. Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 will shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Delaware Trustee or Separate Delaware Trustee. (a) Notwithstanding any other provisions of this the Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate any Collateral may at the time be located, the Trustor and the Delaware Trustee acting jointly will shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee to act as co-trustee, jointly with the Delaware Trusteeit, or as separate trustee or separate trustees, of all or any part of the Trust Estateany Collateral, and subject to SECTION 2.10 of the Agreement to vest in such Person, in such capacity, such title to the Trust Estate any Collateral, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor and the Delaware Trustee may consider necessary or desirable. If the Trustor will not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will have the power, acting alone, to make such appointment. No co-trustee or separate trustee under this the Agreement will shall be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 10.01 SECTION 8.03 and no notice of the appointment of any co-trustee or separate trustee will shall be required pursuant to required; PROVIDED, HOWEVER, that any co-trustee or separate trustee must be a "United States person" within the meaning of Section 10.037701(a)(30) of the Code and a "bank" within the meaning of Section 581 of the Code. (b) Each separate trustee and co-trustee willshall, 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 Delaware Trustee will shall be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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) will shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction discretion of the Delaware Trusteetrustee; (ii) no trustee under this Agreement will be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trustor Administrator and the Delaware Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee; and (iii) no trustee shall be personally liable by reason of the act or omission of any other trustee hereunder. (c) Any notice, request or other writing given to the Delaware Trustee will shall be deemed to have been given to each of the then separate trustees trustee and co-trusteestrustee, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee will shall refer to this Agreement SECTION 8.05 and the conditions of this ArticleARTICLE 8. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will shall be vested with the estates or property specified in its instrument instruments of appointment, either jointly with the Delaware Trustee or separately, as may be provided therein, subject to all the provisions of this the Agreement, specifically including every provision of this the Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Delaware Trustee. Each such instrument will shall be filed with the Delaware Trustee and a copy thereof given to the TrustorAdministrator. (d) Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 the Agreement on its behalf and in its name. If any separate trustee or co-trustee will shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trusteeDelaware Trustee.

Appointment of Co-Delaware Trustee or Separate Delaware 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 Estate may at the time be located, the Trustor Issuer Administrator and the Delaware Trustee acting jointly will shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee Trustee, meeting the eligibility requirements of Section 10.01, to act as co-trustee, jointly with the Delaware Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor Issuer Administrator and the Delaware Trustee may consider necessary or desirable. If the Trustor will Issuer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will acting alone shall have the power, acting alone, power to make such appointment. No co-trustee or separate trustee under this Agreement will shall be required to meet the terms of eligibility as a successor Delaware Trustee trustee pursuant to clauses (iv) through (v) of Section 10.01 and no notice of the appointment of any co-trustee or separate trustee will shall be required pursuant to Section 10.03. (b) . Each separate trustee and co-trustee willshall, 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 Delaware Trustee will shall be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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 Estate or any portion thereof in any such jurisdiction) will shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Delaware Trustee; (ii) no trustee under this Agreement will shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trustor Issuer Administrator and the Delaware Trustee 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 Delaware Trustee will 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 will shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Delaware 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 Delaware Trustee. Each such instrument will shall be filed with the Delaware Trustee and a copy thereof given to the Trustor. (d) Issuer Administrator. Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 will shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Delaware Trustee or Separate Delaware Trustee. (a) Notwithstanding any other provisions of this the Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate any Collateral may at the time be located, the Trustor Administrator and the Delaware Trustee acting jointly will shall at any time have the power and may shall execute and deliver all instruments necessary to appoint one or more Persons approved by the Trustor and Delaware Trustee to act as co-trusteeDelaware Trustee, jointly with the Delaware Trusteeit, or as separate trustee Delaware Trustee or separate trusteesDelaware Trustees, of all or any part of any Collateral and, subject to Section 4.4 of the Trust EstateAgreement, and to vest in such Person, in such capacity, such title to the Trust Estate any Collateral, or any part thereof thereof, and, subject to the other provisions of this SectionSection 8.5, such powers, duties, obligations, rights and trusts as the Trustor Administrator and the Delaware Trustee may consider deem necessary or desirable. If the Trustor will Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will alone shall have the power, acting alone, power to make such appointment. No co-trustee Delaware Trustee or separate trustee Delaware Trustee under this the Trust Agreement will shall be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 10.01 8.1 and no notice of the appointment of any co-trustee Delaware Trustee or separate trustee will Delaware Trustee shall be required pursuant to required; provided, however, that any co-Delaware Trustee or separate Delaware Trustee must be a "United States person" within the meaning of Section 10.037701(a)(30) of the Code and a "bank" within the meaning of Section 581 of the Code. (b) Each separate trustee Delaware Trustee and co-trustee willDelaware 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 Delaware Trustee will shall be conferred or imposed upon and exercised or performed by the Delaware Trustee and such separate trustee Delaware Trustee or co-trustee Delaware Trustee jointly (it being understood that such separate trustee Delaware Trustee or co-trustee Delaware Trustee is not authorized to act separately without the Delaware 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 Delaware Trustee will 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) will shall be exercised and performed singly by such separate trustee Delaware Trustee or co-trusteeDelaware Trustee, but solely at the direction discretion of the Delaware Trustee; (ii) no trustee under this Agreement will be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trustor Administrator and the Delaware Trustee acting jointly may at any time accept the resignation of or remove any separate trustee Delaware Trustee or co-trusteeDelaware Trustee; and (iii) no Delaware Trustee shall be personally liable by reason of the act or omission of any other Delaware Trustee under the Trust Agreement. (c) Any notice, request or other writing given to the Delaware Trustee will shall be deemed to have been given to each of the then acting separate trustees Delaware Trustee and co-trusteesDelaware Trustee, as effectively as if given to each of them. Every instrument appointing any separate trustee Delaware Trustee or co-trustee will Delaware Trustee shall refer to this Agreement Section 8.5 and the conditions of this ArticleArticle 8. Each separate trustee Delaware Trustee and co-trusteeDelaware Trustee, upon its acceptance of the trusts conferred, will shall be vested with the estates or property specified in its instrument instruments of appointment, either jointly with the Delaware Trustee or separately, as may be provided therein, subject to all the provisions of this the Trust Agreement, specifically including every provision of this the Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Delaware Trustee. Each such instrument will shall be filed with the Delaware Trustee and a copy thereof shall be given to the TrustorAdministrator. (d) Any separate trustee Delaware Trustee or co-trustee Delaware Trustee may at any time appoint the Delaware Trustee as 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 the Trust Agreement on its behalf and in its name. If any separate trustee Delaware Trustee or co-trustee will die, Delaware Trustee shall become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trusteeDelaware Trustee.

Appointment of Co-Delaware Trustee or Separate Delaware 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 Estate may at the time be located, the Trustor and the Delaware Trustee acting jointly will have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee to act as co-trustee, jointly with the Delaware Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor and the Delaware Trustee may consider necessary or desirable. If the Trustor will not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will have the power, acting alone, to make such appointment. No co-trustee or separate trustee under this Agreement will be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee will be required pursuant to Section 10.03. (b) Each separate trustee and co-trustee will, 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 Delaware Trustee will be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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) will be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Delaware Trustee; (ii) no trustee under this Agreement will be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trustor and the Delaware Trustee 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 Delaware Trustee will 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 will refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will be vested with the estates or property specified in its instrument of appointment, either jointly with the Delaware 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 Delaware Trustee. Each such instrument will be filed with the Delaware Trustee and a copy thereof given to the Trustor. (d) Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 will die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Delaware Trustee or Separate Delaware Trustee. (a) Notwithstanding any other provisions of this the Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate any Collateral may at the time be located, the Trustor Administrator and the Delaware Trustee acting jointly will shall at any time have the power and may shall execute and deliver all instruments necessary to appoint one or more Persons approved by the Trustor and Delaware Trustee to act as co-trusteeDelaware Trustee, jointly with the Delaware Trusteeit, or as separate trustee Delaware Trustee or separate trusteesDelaware Trustees, of all or any part of any Collateral and, subject to Section 4.4 of the Trust EstateAgreement, and to vest in such Person, in such capacity, such title to the Trust Estate any Collateral, or any part thereof thereof, and, subject to the other provisions of this SectionSection 8.5, such powers, duties, obligations, rights and trusts as the Trustor Administrator and the Delaware Trustee may consider deem necessary or desirable. If the Trustor will Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will alone shall have the power, acting alone, power to make such appointment. No co-trustee Delaware Trustee or separate trustee Delaware Trustee under this the Trust Agreement will shall be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 10.01 8.1 and no notice of the appointment of any co-trustee Delaware Trustee or separate trustee will Delaware Trustee shall be required pursuant to required; PROVIDED, HOWEVER, that any co-Delaware Trustee or separate Delaware Trustee must be a "United States person" within the meaning of Section 10.037701(a)(30) of the Code and a "bank" within the meaning of Section 581 of the Code. (b) Each separate trustee Delaware Trustee and co-trustee willDelaware 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 Delaware Trustee will shall be conferred or imposed upon and exercised or performed by the Delaware Trustee and such separate trustee Delaware Trustee or co-trustee Delaware Trustee jointly (it being understood that such separate trustee Delaware Trustee or co-trustee Delaware Trustee is not authorized to act separately without the Delaware 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 Delaware Trustee will 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) will shall be exercised and performed singly by such separate trustee Delaware Trustee or co-trusteeDelaware Trustee, but solely at the direction discretion of the Delaware Trustee; (ii) no trustee under this Agreement will be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trustor Administrator and the Delaware Trustee acting jointly may at any time accept the resignation of or remove any separate trustee Delaware Trustee or co-trusteeDelaware Trustee; and (iii) no Delaware Trustee shall be personally liable by reason of the act or omission of any other Delaware Trustee under the Trust Agreement. (c) Any notice, request or other writing given to the Delaware Trustee will shall be deemed to have been given to each of the then separate trustees Delaware Trustee and co-trusteesDelaware Trustee, as effectively as if given to each of them. Every instrument appointing any separate trustee Delaware Trustee or co-trustee will Delaware Trustee shall refer to this Agreement Section 8.5 and the conditions of this ArticleArticle 8. Each separate trustee Delaware Trustee and co-trusteeDelaware Trustee, upon its acceptance of the trusts conferred, will shall be vested with the estates or property specified in its instrument instruments of appointment, either jointly with the Delaware Trustee or separately, as may be provided therein, subject to all the provisions of this the Trust Agreement, specifically including every provision of this the Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Delaware Trustee. Each such instrument will shall be filed with the Delaware Trustee and a copy thereof given to the TrustorAdministrator. (d) Any separate trustee Delaware Trustee or co-trustee Delaware Trustee may at any time appoint the Delaware Trustee as 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 the Trust Agreement on its behalf and in its name. If any separate trustee Delaware Trustee or co-trustee will die, Delaware Trustee shall become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trusteeDelaware Trustee.

Appointment of Co-Delaware Trustee or Separate Delaware Trustee. (a) Notwithstanding any other provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, the Trustor Administrator and the Delaware Trustee acting jointly will shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee Trustee, meeting the eligibility requirements of Section 10.01 hereof, to act as co-trustee, jointly with the Delaware Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor Administrator and the Delaware Trustee may consider necessary or desirable. If the Trustor will Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will acting alone shall have the power, acting alone, power to make such appointment. No co-trustee or separate trustee under this Trust Agreement will shall be required to meet the terms of eligibility as a successor Delaware Trustee trustee pursuant to clauses (d) and (e) of Section 10.01 hereof and no notice of the appointment of any co-trustee or separate trustee will shall be required pursuant to Section 10.03. (b) 10.03 hereof. Each separate trustee and co-trustee willshall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties, and obligations conferred or imposed upon the Delaware Trustee will shall be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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 Estate or any portion thereof in any such jurisdiction) will shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Delaware Trustee; (iib) no trustee under this Trust Agreement will shall be personally liable by reason of any act or omission of any other trustee under this Trust Agreement; and (iiic) the Trustor Administrator and the Delaware Trustee 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 Delaware Trustee will 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 will shall refer to this Trust Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Delaware Trustee or separately, as may be provided therein, subject to all the provisions of this Trust Agreement, specifically including every provision of this Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Delaware Trustee. Each such instrument will shall be filed with the Delaware Trustee and a copy thereof given to the Trustor. (d) Administrator. Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 Trust Agreement on its behalf and in its name. If any separate trustee or co-trustee will shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Delaware Trustee or Separate Delaware 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 Estate may at the time be located, the Trustor Issuer Administrator and the Delaware Trustee acting jointly will shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee Trustee, meeting the eligibility requirements of Section 10.01, to act as co-trustee, jointly with the Delaware Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate Estate, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor Issuer Administrator and the Delaware Trustee may consider necessary or desirable. If the Trustor will Issuer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will acting alone shall have the power, acting alone, power to make such appointment. No co-trustee or separate trustee under this Agreement will be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee will shall be required pursuant to Section 10.03. (b) . Each separate trustee and co-trustee willshall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties, and obligations conferred or imposed upon the Delaware Trustee will shall be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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 Estate or any portion thereof in any such jurisdiction) will shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Delaware Trustee; (iib) no trustee under this Agreement will shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Trustor Issuer Administrator and the Delaware Trustee 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 Delaware Trustee will 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 will shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Delaware 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 Delaware Trustee. Each such instrument will shall be filed with the Delaware Trustee and a copy thereof given to the Trustor. (d) Issuer Administrator. Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 will shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Delaware Trustee or Separate Delaware 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 Estate any Collateral may at the time be located, the Trustor and the Delaware Trustee acting jointly will shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee to act as co-trustee, jointly with the Delaware Trusteeit, or as separate trustee or separate trustees, of all or any part of the Trust Estateany Collateral, and subject to Section 2.10 of this Agreement to vest in such Person, in such capacity, such title to the Trust Estate any Collateral, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor and the Delaware Trustee may consider necessary or desirable. If the Trustor will not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will have the power, acting alone, to make such appointment. No co-trustee or separate trustee under this Agreement will shall be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 10.01 9.03 and no notice of the appointment of any co-trustee or separate trustee will shall be required pursuant to required; provided, however, that any co-trustee or separate trustee must be a "United States person" within the meaning of Section 10.037701(a)(30) of the Code and a "bank" within the meaning of Section 581 of the Code. (b) Each separate trustee and co-trustee willshall, 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 Delaware Trustee will shall be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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 including any Trust Series in any such jurisdiction) will shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction discretion of the Delaware Trusteetrustee; (ii) no trustee under this Agreement will be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trustor Administrator and the Delaware Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee; and (iii) no trustee shall be personally liable by reason of the act or omission of any other trustee hereunder. (c) Any notice, request or other writing given to the Delaware Trustee will shall be deemed to have been given to each of the then separate trustees trustee and co-trusteestrustee, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee will refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will be vested with the estates or property specified in its instrument of appointment, either jointly with the Delaware 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 Delaware Trustee. Each such instrument will be filed with the Delaware Trustee and a copy thereof given to the Trustor. (d) Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 will die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Delaware Trustee or Separate Delaware 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 Estate may at the time be located, the Trustor and the Delaware Trustee acting jointly will have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee to act as co-trustee, jointly with the Delaware Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor and the Delaware Trustee may consider necessary or desirable. If the Trustor will not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will have the power, acting alone, to make such appointment. No co-trustee or separate trustee under this Agreement will be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee will be required pursuant to Section 10.03. (b) Each separate trustee and co-trustee will, 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 Delaware Trustee will be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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) will be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Delaware Trustee;; 141966038 (ii) no trustee under this Agreement will be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trustor and the Delaware Trustee 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 Delaware Trustee will 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 will refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will be vested with the estates or property specified in its instrument of appointment, either jointly with the Delaware 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 Delaware Trustee. Each such instrument will be filed with the Delaware Trustee and a copy thereof given to the Trustor. (d) Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 will die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Delaware Trustee or Separate Delaware 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 Estate any Collateral may at the time be located, the Trustor and the Delaware Trustee acting jointly will shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustor and Delaware Trustee to act as co-trustee, jointly with the Delaware Trusteeit, or as separate trustee or separate trustees, of all or any part of the Trust Estateany Collateral, and subject to Section 2.09 of this Agreement to vest in such Person, in such capacity, such title to the Trust Estate any Collateral, or any part thereof thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustor and the Delaware Trustee may consider necessary or desirable. If the Trustor will not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Delaware Trustee will have the power, acting alone, to make such appointment. No co-trustee or separate trustee under this Agreement will shall be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 10.01 8.03 and no notice of the appointment of any co-trustee or separate trustee will shall be required pursuant to required; provided, however, that any co-trustee or separate trustee must be a “United States person” within the meaning of Section 10.037701(a)(30) of the Code and a “bank” within the meaning of Section 581 of the Code. (b) Each separate trustee and co-trustee willshall, 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 Delaware Trustee will shall be conferred upon and exercised or performed by the Delaware 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 Delaware 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 Delaware Trustee will 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) will shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction discretion of the Delaware Trusteetrustee; (ii) no trustee under this Agreement will be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trustor Administrator and the Delaware Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee; and (iii) no trustee shall be personally liable by reason of the act or omission of any other trustee hereunder. (c) Any notice, request or other writing given to the Delaware Trustee will shall be deemed to have been given to each of the then separate trustees trustee and co-trusteestrustee, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee will shall refer to this Agreement Section 8.05 and the conditions of this ArticleArticle 8. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will shall be vested with the estates or property specified in its instrument instruments of appointment, either jointly with the Delaware 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 Delaware Trustee. Each such instrument will shall be filed with the Delaware Trustee and a copy thereof given to the TrustorAdministrator. (d) Any separate trustee or co-trustee may at any time appoint the Delaware Trustee as 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 will shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts will shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trusteeDelaware Trustee.

Appointment of Co-Delaware Trustee or Separate Delaware Trustee. (a) Notwithstanding any other provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirements imposed upon the Trust or any Series of the Trust by any court or governmental agency of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Trustor Administrator and the Delaware Trustee acting jointly will shall at any time have the power and may shall execute and deliver all instruments necessary to appoint one or more Persons approved by the Trustor and Delaware Trustee to act as co-trusteeDelaware Trustee, jointly with the Delaware Trustee, or as separate trustee or separate trusteesDelaware Trustee, of all or any part of the Trust EstateCollateral, and to vest in such Person, in such capacity, such title to the Trust Estate Trust, or any part thereof (including any Series of the Trust) and, subject to the other provisions of this SectionSection 9.5, such powers, duties, obligations, rights and trusts as the Trustor Administrator and the Delaware Trustee may consider deem necessary or desirable. If the Trustor will Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Delaware Trustee will alone shall have the power, acting alone, power to make such appointment. No co-trustee Delaware Trustee or separate trustee Delaware Trustee under this Trust Agreement will shall be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 10.01 9.1, and no notice of the appointment of any co-trustee Delaware Trustee or separate trustee will Delaware Trustee shall be required pursuant to Section 10.03. (b) 9.3. 28 Each separate trustee Delaware Trustee and co-trustee willDelaware Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all the rights, powers, duties, and obligations hereby conferred or imposed upon the Delaware Trustee will shall be conferred or imposed upon and exercised or performed by the Delaware Trustee and such separate trustee Delaware Trustee or co-trustee jointly Delaware Trustee (it being understood that such separate trustee Delaware Trustee or co-trustee Delaware Trustee is not authorized to act separately without the Delaware 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 Delaware Trustee will 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 Estate or any portion thereof (including any Series of the Trust) in any such jurisdiction) will shall be exercised and performed singly by such separate trustee Delaware Trustee or co-trusteeDelaware Trustee, but solely at the direction of the Delaware Trustee; (ii) except as provided in Section 6.1, no trustee Delaware Trustee under this Trust Agreement will shall be personally liable by reason of any act or omission of any other trustee Delaware Trustee under this Trust Agreement; and (iii) the Trustor Administrator and the Delaware Trustee acting jointly may at any time accept the resignation of or remove any separate trustee Delaware Trustee or co-trustee. (c) Delaware Trustee. Any notice, request or other writing given communication delivered to the Delaware Trustee will shall be deemed to have been given delivered to each of the then separate trustees Delaware Trustee and co-trusteesDelaware Trustee, as effectively as if given to each of them. Every instrument appointing any separate trustee Delaware Trustee or co-trustee will Delaware Trustee shall refer to this Trust Agreement and the conditions of this ArticleArticle 9. Each separate trustee Delaware Trustee and co-trusteeDelaware Trustee, upon its acceptance of the trusts conferred, will shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Delaware Trustee or separately, as may be provided therein, subject to all the provisions of this Trust Agreement, specifically including every provision of this Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Delaware Trustee. Each such instrument will shall be filed with the Delaware Trustee and a copy thereof given to the Trustor. (d) Administrator. Any separate trustee Delaware Trustee or co-trustee Delaware Trustee may at any time appoint the Delaware Trustee as 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 Trust Agreement on its behalf and in its name. If any separate trustee Delaware Trustee or co-trustee will die, Delaware Trustee shall become incapable of acting, resign or be removed, all of its estates, titles, properties, rights, remedies and trusts will shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor separate Delaware Trustee or co-trustee or separate trusteeDelaware Trustee, as the case may be.