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

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee shall have and the power and Issuer, acting jointly, may execute and deliver an instrument instruments to appoint one or more Persons persons approved by the Master Servicer and the Credit Enhancer to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateCollateral, and to vest in such Person or Personsthem, in such that capacity and for the benefit of the NoteholdersNoteholders and the Credit Enhancer, such title to the Trust Estate, or any part hereof, andof the Collateral and any rights and obligations the Indenture Trustee considers appropriate, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirableSection. No co-trustee or separate trustee under this Indenture shall be required to meet need satisfy the terms of eligibility as requirements for a successor trustee under Section 6.11 6.08, and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.09. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditionsfollowing: (i) all rights, powers, duties rights and obligations conferred or imposed upon of the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such any separate trustee or co-trustee jointly (it being understood that such the separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such the act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified is unable to perform such act or the acts, in which event such rights, powers, duties case the rights and obligations (including the holding of title to any part of the Trust Estate or any portion thereof in any such jurisdictionCollateral) shall be exercised and performed singly by such the separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of for any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee Trustee, the Master Servicer, and the Issuer may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request request, or other writing given to the Indenture Trustee shall be deemed considered to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon on its acceptance of the trusts conferred, shall be subject to this Indenture and vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all in the provisions instrument of this Indenture, specifically including every provision appointment. Every instrument of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument appointment shall be filed with the Indenture TrusteeTrustee and a copy of it given to the Issuer. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall diedies, become becomes incapable of acting, resign resigns or be is removed, all of its estates, properties, rights, remedies and trusts obligations shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Issuer acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.08. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Issuer may at any time accept the resignation of or remove remove, with or without cause, any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Indenture Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Indenture Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Indenture Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersBondholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.08. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture Agreement and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.08. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture Agreement and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate indenture trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor indenture trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate indenture trustee shall be required under Section 6.8. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this (including the Indenture Trustee, separate trustees and co-trustees) hereunder shall be personally liable by reason of any act act, omission or omission appointment of any other trustee under this Indenture(including separate trustees and co-trustees) hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any timetime (including for jurisdictional issues, for enforcement actions and where a conflict of interest exists), the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, Issuer and the Indenture Trustee acting jointly and at the expense of the Issuer shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateProperty, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateProperty, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Issuer and the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 6.12 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Property or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) the Indenture Trustee shall not be liable for the appointment of any separate or co-trustee, and no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder, including acts or omissions of predecessor or successor trustees; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Indenture Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Indenture Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Indenture Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.12 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersBondholders and the Bond Insurer, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee or the Bond Insurer may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 hereof and no notice to the Bond Insurer but not to the Bondholders (unless a Bond Insurer Default exists, in which case notice will be sent to the Bondholders) of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.08. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Pledged Assets may at the time be located, the Indenture Trustee shall have the power to and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstatePledged Assets, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Issuer acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.08. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Issuer may at any time accept the resignation of or remove remove, with or without cause, any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be locatedlocated or for the purpose of implementing any Currency Swap Agreement as contemplated by Section 9.02, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i1) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee such separate trustee or co-trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in and/or directing such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii2) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii3) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts thereupon conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee shall have the power power, with the prior written consent of the Note Insurer, and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersOwners, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Owners of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Servicer and the Note Insurer. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided thereinTrustee, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee at the expense of the Issuer shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under this Section 6.86.10 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided thereinTrustee, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenturehereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate Notes or property securing the same may at the time be located, the Indenture Trustee shall have the power and may shall execute and deliver an instrument all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-indenture trustee or co-indenture trustees, jointly with the Indenture Trustee, or separate indenture trustee or separate indenture trustees, of all or any part of the Trust EstateNotes, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the Trust EstateNotes, or any part hereofthereof, and, subject to the other provisions of this Section 6.1011.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-indenture trustee or separate indenture trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor indenture trustee under Section 6.11 11.06, and no notice to holders of Notes of the appointment of any co-trustee indenture trustee(s) or separate trustee indenture trustee(s) shall be required under Section 6.811.08. (b) Each separate trustee and In the case of any appointment of a co-indenture trustee shallor separate indenture trustee pursuant to this Section 11.10, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate indenture trustee or co-indenture trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act)jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Indenture Trustee hereunder or when acting as successor servicer under the Servicing Agreement), the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate indenture trustee or co-trustee, but indenture trustee solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate indenture trustees and co-trustees indenture trustees, as effectively as if given to each of them. Every instrument appointing any separate indenture trustee or co-indenture trustee shall refer to this Indenture and the conditions of this Article VIXI. Each separate indenture trustee and co-indenture trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all of the provisions of this IndentureIndenture and any Indenture Supplement, specifically including every provision of this Indenture and any Indenture Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may may, at any time time, constitute the Indenture Trustee Trustee, its agent or attorney-in-fact fact, with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture or any Indenture Supplement on its behalf and in its name. The Indenture Trustee shall not be responsible for any act or inaction of any such trustee or co-trustee. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. (e) The appointment of a co-trustee or separate trustee under this Section 11.10 shall not relieve the Indenture Trustee of its duties and responsibilities hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee shall have and the power and Issuer, acting jointly, may execute and deliver an instrument instruments to appoint one or more Persons persons approved by the Master Servicer and the Credit Enhancer to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateCollateral, and to vest in such Person or Personsthem, in such that capacity and for the benefit of the NoteholdersSecured Parties, such title to the Trust Estate, or any part hereof, andof the Collateral and any rights and obligations the Indenture Trustee considers appropriate, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirableSection. No co-trustee or separate trustee under this Indenture shall be required to meet need satisfy the terms of eligibility as requirements for a successor trustee under Section 6.11 6.08, and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.09. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditionsfollowing: (i) all rights, powers, duties rights and obligations conferred or imposed upon of the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such any separate trustee or co-trustee jointly (it being understood that such the separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such the act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified is unable to perform such act or the acts, in which event such rights, powers, duties case the rights and obligations (including the holding of title to any part of the Trust Estate or any portion thereof in any such jurisdictionCollateral) shall be exercised and performed singly by such the separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of for any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee Trustee, the Master Servicer, and the Issuer may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request request, or other writing given to the Indenture Trustee shall be deemed considered to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon on its acceptance of the trusts conferred, shall be subject to this Indenture and vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all in the provisions instrument of this Indenture, specifically including every provision appointment. Every instrument of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument appointment shall be filed with the Indenture TrusteeTrustee and a copy of it given to the Issuer. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall diedies, become becomes incapable of acting, resign resigns or be is removed, all of its estates, properties, rights, remedies and trusts obligations shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons reasonably selected in good faith to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estatetrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereofthereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirabledesirable provided that any such appointment shall not release the Trustee from its obligations and responsibilities hereunder. No Such co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all of the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee, and the Person filing such instrument shall provide a copy thereof to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by lawApplicable Law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding At any other provisions of this Indenture, at any time, time or times for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be locatedlocated or in which any action of the Indenture Trustee may be required to be performed or taken, the Indenture Trustee shall have Trustee, the power and may execute and deliver Servicer or the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes, by an instrument to appoint in writing signed by it or them, may appoint, at the reasonable expense of the Issuer and the Servicer, one or more Persons individuals or corporations to act as a co-separate trustee or separate trustees or co-trusteestrustee, acting jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Indenture Trustee to act. Notwithstanding the appointment of any separate or co-trustee, the Indenture Trustee shall remain obligated and to vest in such Person or Persons, in such capacity and liable for the benefit obligations of the NoteholdersIndenture Trustee under this Indenture. (b) The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully confirming such title, rights, or duties to such separate trustee or separate trustees or co-trustee. Upon the acceptance in writing of such appointment by any such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Trust Estate, Estate or any part hereofthereof, and, subject to the other provisions of this Section 6.10, and with such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon as shall be specified in the Indenture Trustee instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee trustees or co-trustee shall not be authorized to act separately without trustees jointly with the Indenture Trustee joining in such act)subject to all the terms of this Indenture, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at as the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee case may at any time accept the resignation of or remove any be. Any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trusteemay, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time by an instrument in writing, constitute the Indenture Trustee its agent or attorney-in-fact and agent with full power and authority, to the extent permitted by law, authority to do any lawful act under or in respect of this Indenture all acts and things and to exercise all discretion on its behalf and in its name. If In any case any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all of its estatesassets, propertiesproperty, rights, remedies power duties and trusts shall obligations and duties of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Indenture Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Indenture which are for the benefit of the Indenture Trustee shall extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 7.11. (d) Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, without be appointed and act and the appointment Indenture Trustee shall act, subject to the following provisions and conditions: (i) all powers, duties and obligations and rights conferred upon the Indenture Trustee in respect of a new the receipt, custody, investment and payment of monies shall be exercised solely by the Indenture Trustee; (ii) all other rights, powers, duties and obligations conferred or successor imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by the Indenture Trustee and such additional trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Timeshare Properties in any such jurisdiction) shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (iii) no power hereby given to, or exercisable by, any such additional trustee or separate trustee shall be exercised hereunder by such trustee except jointly with, or with the consent of, the Indenture Trustee; and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. If at any time, the Indenture Trustee shall deem it no longer necessary or prudent in order to conform to such law, the Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee. (e) Any request, approval or consent in writing by the Indenture Trustee to any additional trustee or separate trustee shall be sufficient warrant to such additional trustee or separate trustee, as the case may be, to take such action as may be so requested, approved or consented to. (f) Notwithstanding any other provision of this Section 7.11, the powers of any additional trustee or separate trustee shall not exceed those of the Indenture Trustee hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Issuer and the Indenture Trustee acting jointly and at the expense of the Issuer shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateTrust, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Issuer and the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 6.12 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder, including acts or omissions of predecessor or successor trustees; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee shall have and the power and Issuer, acting jointly, may execute and deliver an instrument instruments to appoint one or more Persons persons approved by the Master Servicer and the Credit Enhancer to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateCollateral, and to vest in such Person or Personsthem, in such that capacity and for the benefit of the NoteholdersSecured Parties, such title to the Trust Estate, or any part hereof, andof the Collateral and any rights and obligations the Indenture Trustee considers appropriate, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirableSection. No co-trustee or separate trustee under this Indenture shall be required to meet need satisfy the terms of eligibility as requirements for a successor trustee under Section 6.11 6.08, and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.09. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditionsfollowing: (i) all rights, powers, duties rights and obligations conferred or imposed upon of the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such any separate trustee or co-trustee jointly (it being understood that such the separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such the act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified is unable to perform such act or the acts, in which event such rights, powers, duties case the rights and obligations (including the holding of title to any part of the Trust Estate or any portion thereof in any such jurisdictionCollateral) shall be exercised and performed singly by such the separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of for any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee Trustee, the Master Servicer, and the Issuer may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request request, or other writing given to the Indenture Trustee shall be deemed considered to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon on its acceptance of the trusts conferred, shall be subject to this Indenture and vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all in the provisions instrument of this Indenture, specifically including every provision appointment. Every instrument of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument appointment shall be filed with the Indenture TrusteeTrustee and a copy of it given to the Issuer. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall diedies, become becomes incapable of acting, resign resigns or be is removed, all of its estates, properties, rights, remedies and trusts obligations shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.8.6.08 (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture Agreement and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Issuer or any Dealer may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Trust EstateIssuer, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute appoint the Indenture Trustee as its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee shall have the power power, [with the prior written consent of the Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing),] and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee [or the Securities Insurer] may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof[; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Securities Insurer]. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided thereinTrustee, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Swap Counterparties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time remove or accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee as its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee shall have and the power and Issuer, acting jointly, may execute and deliver an instrument instruments to appoint one or more Persons persons approved by the Master Servicer and the Credit Enhancer to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateCollateral, and to vest in such Person or Personsthem, in such that capacity and for the benefit of the NoteholdersSecured Parties, such title to the Trust Estate, or any part hereof, andof the Collateral and any rights and obligations the Indenture Trustee considers appropriate, subject to the other provisions of this Section. Pursuant to Section 6.106.15, such powers, duties, obligations, rights the Co-Trustee has been appointed as a co-trustee solely for the duties stated in Section 6.15 and trusts as the Indenture Trustee may consider necessary or desirableno other. No co-trustee or separate trustee under this Indenture shall be required to meet need satisfy the terms of eligibility as requirements for a successor trustee under Section 6.11 6.08, and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.09. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditionsfollowing: (i) all rights, powers, duties rights and obligations conferred or imposed upon of the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such any separate trustee or co-trustee (other than the Co-Trustee) jointly (it being understood that such the separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such the act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified is unable to perform such act or the acts, in which event such rights, powers, duties case the rights and obligations (including the holding of title to any part of the Trust Estate or any portion thereof in any such jurisdictionCollateral) shall be exercised and performed singly by such the separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of for any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee Trustee, the Master Servicer, and the Issuer may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any Except with respect to the Co-Trustee, any notice, request request, or other writing given to the Indenture Trustee shall be deemed considered to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon on its acceptance of the trusts conferred, shall be subject to this Indenture and vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all in the provisions instrument of this Indenture, specifically including every provision appointment. Every instrument of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument appointment shall be filed with the Indenture TrusteeTrustee and a copy of it given to the Issuer. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall diedies, become becomes incapable of acting, resign resigns or be is removed, all of its estates, properties, rights, remedies and trusts obligations shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Indenture Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Swap Counterparties, such title to the Indenture Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Indenture Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Pledged Assets may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstatePledged Assets, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding At any other provisions of this Indenture, at any time, time or times for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be locatedlocated or in which any action of the Indenture Trustee may be required to be performed or taken, the Indenture Trustee shall have Trustee, the power and may execute and deliver Servicer or the Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, by an instrument to appoint in writing signed by it or them, may appoint, at the reasonable expense of the Issuer and the Servicer, one or more Persons to act as a co-separate trustee or separate trustees or co-trusteestrustee, acting jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Indenture Trustee to act. Notwithstanding the appointment of any separate or co-trustee, the Indenture Trustee shall remain obligated and to vest in such Person or Persons, in such capacity and liable for the benefit obligations of the NoteholdersIndenture Trustee under this Indenture. (b) The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully confirming such title, rights, or duties to such separate trustee or separate trustees or co-trustee. Upon the acceptance in writing of such appointment by any such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Trust Estate, Estate or any part hereofthereof, and, subject to the other provisions of this Section 6.10, and with such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon as shall be specified in the Indenture Trustee instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee trustees or co-trustee shall not be authorized to act separately without trustees jointly with the Indenture Trustee joining in such act)subject to all the terms of this Indenture, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at as the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee case may at any time accept the resignation of or remove any be. Any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trusteemay, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time by an instrument in writing, constitute the Indenture Trustee its agent or attorney-in-fact and agent with full power and authority, to the extent permitted by law, authority to do any lawful act under or in respect of this Indenture all acts and things and to exercise all discretion on its behalf and in its name. If In any case, if any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all of its estatesassets, propertiesproperty, rights, remedies power duties and trusts shall obligations and duties of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Indenture Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Indenture which are for the benefit of the Indenture Trustee shall extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 7.11. (d) Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, without be appointed and act and the appointment Indenture Trustee shall act, subject to the following provisions and conditions: (i) all powers, duties and obligations and rights conferred upon the Indenture Trustee in respect of a new the receipt, custody, investment and payment of monies shall be exercised solely by the Indenture Trustee; (ii) all other rights, powers, duties and obligations conferred or successor imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by the Indenture Trustee and such additional trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Timeshare Properties in any such jurisdiction) shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (iii) no power hereby given to, or exercisable by, any such additional trustee or separate trustee shall be exercised hereunder by such trustee except jointly with, or with the consent of, the Indenture Trustee; and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. If at any time, the Indenture Trustee shall deem it no longer necessary or prudent in order to conform to such law, the Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee. (e) Any request, approval or consent in writing by the Indenture Trustee to any additional trustee or separate trustee shall be sufficient warrant to such additional trustee or separate trustee, as the case may be, to take such action as may be so requested, approved or consented to. (f) Notwithstanding any other provision of this Section 7.11, the powers of any additional trustee or separate trustee shall not exceed those of the Indenture Trustee hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Indenture Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Indenture Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Indenture Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Swap Counterparty, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time remove or accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee as its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ic) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in and/or directing such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (iii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iiiii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (cd) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts thereupon conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (de) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding At any other provisions of this Indenture, at any time, time or times for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be locatedlocated or in which any action of the Indenture Trustee may be required to be performed or taken, the Indenture Trustee shall have Trustee, the power and may execute and deliver Servicer or the Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, by an instrument to appoint in writing signed by it or them, may appoint, at the reasonable expense of the Issuer and the Servicer, one or more Persons individuals or corporations to act as a co-separate trustee or separate trustees or co-trusteestrustee, acting jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Indenture Trustee to act. Notwithstanding the appointment of any separate or co-trustee, the Indenture Trustee shall remain obligated and to vest in such Person or Persons, in such capacity and liable for the benefit obligations of the NoteholdersIndenture Trustee under this Indenture. (b) The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully confirming such title, rights, or duties to such separate trustee or separate trustees or co-trustee. Upon the acceptance in writing of such appointment by any such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Trust Estate, Estate or any part hereofthereof, and, subject to the other provisions of this Section 6.10, and with such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon as shall be specified in the Indenture Trustee instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee trustees or co-trustee shall not be authorized to act separately without trustees jointly with the Indenture Trustee joining in such act)subject to all the terms of this Indenture, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at as the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee case may at any time accept the resignation of or remove any be. Any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trusteemay, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time by an instrument in writing, constitute the Indenture Trustee its agent or attorney-in-fact and agent with full power and authority, to the extent permitted by law, authority to do any lawful act under or in respect of this Indenture all acts and things and to exercise all discretion on its behalf and in its name. If In any case any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all of its estatesassets, propertiesproperty, rights, remedies power duties and trusts shall obligations and duties of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Indenture Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Indenture which are for the benefit of the Indenture Trustee shall extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 7.11. (d) Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, without be appointed and act and the appointment Indenture Trustee shall act, subject to the following provisions and conditions: (i) all powers, duties and obligations and rights conferred upon the Indenture Trustee in respect of a new the receipt, custody, investment and payment of monies shall be exercised solely by the Indenture Trustee; (ii) all other rights, powers, duties and obligations conferred or successor imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by the Indenture Trustee and such additional trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Timeshare Properties in any such jurisdiction) shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (iii) no power hereby given to, or exercisable by, any such additional trustee or separate trustee shall be exercised hereunder by such trustee except jointly with, or with the consent of, the Indenture Trustee; and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. If at any time, the Indenture Trustee shall deem it no longer necessary or prudent in order to conform to such law, the Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee. (e) Any request, approval or consent in writing by the Indenture Trustee to any additional trustee or separate trustee shall be sufficient warrant to such additional trustee or separate trustee, as the case may be, to take such action as may be so requested, approved or consented to. (f) Notwithstanding any other provision of this Section 7.11, the powers of any additional trustee or separate trustee shall not exceed those of the Indenture Trustee hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate may at the time be locatedjurisdiction, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trustees, jointly with the Indenture TrusteeTrustees, or separate trustee Indenture Trustee or separate trustees, of all or any part of the Trust EstateIndenture Trustees, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.1010.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Indenture Trustee under Section 6.11 10.9 and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.810.7. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all The Notes of each Class shall be authenticated and delivered solely by the Indenture Trustee or an authenticating agent appointed by the Indenture Trustee; (ii) All rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the The Indenture Trustee may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture and the conditions of this Article VI. X. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-attorney in fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of to this Indenture on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor Indenture Trustee. (e) In connection with the appointment of a co-Indenture Trustee, the Indenture Trustee may, at any time, without notice to the Noteholders, delegate its duties under this Indenture to any Person who agrees to conduct such duties in accordance with the terms hereof; provided, that no such delegation shall relieve the Indenture Trustee of its obligations and responsibilities hereunder with respect to any such delegated duties. (f) The Issuer agrees to pay to any separate trustee or co-trustee appointed hereunder reasonable compensation, and to reimburse such co-trustee or separate trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by it or them in accordance with any provision of this Indenture or any document executed in connection herewith except any such expense, disbursement or advance as may be attributable to its negligence or bad faith. In no event shall the Indenture Trustee be obligated to pay any fee or expense of any separate trustee or co-trustee. (g) The Indenture Trustee shall not be liable for any misconduct or negligence on the part of, or for the supervision of any co-Indenture Trustee or separate Indenture Trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Insurer, such title to the Trust EstateEstates, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 below and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the each Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided thereinTrustee, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Indenture Trustee shall remain primarily liable for all actions of a co-trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding At any other provisions of this Indenture, at any time, time or times for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be locatedlocated or in which any action of the Indenture Trustee may be required to be performed or taken, the Indenture Trustee shall have Trustee, the power and may execute and deliver Servicer or the Majority Facility Investors, by an instrument to appoint in writing signed by it or them, may appoint, at the reasonable expense of the Issuer (as an Indenture Trustee Expense) and the Servicer, one or more Persons individuals or corporations to act as a co-separate trustee or separate trustees or co-trusteestrustee, acting jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Indenture Trustee to act. Notwithstanding the appointment of any separate or co-trustee, the Indenture Trustee shall remain obligated and to vest in such Person or Persons, in such capacity and liable for the benefit obligations of the NoteholdersIndenture Trustee under this Indenture and Servicing Agreement. (b) The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully confirming such title, rights, or duties to such separate trustee or separate trustees or co-trustee. Upon the acceptance in writing of such appointment by any such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Trust Estate, Estate or any part hereofthereof, and, subject to the other provisions of this Section 6.10, and with such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon as shall be specified in the Indenture Trustee instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee trustees or co-trustee shall not be authorized to act separately without trustees jointly with the Indenture Trustee joining in such act)subject to all the terms of this Indenture and Servicing Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at as the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee case may at any time accept the resignation of or remove any be. Any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trusteemay, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time by an instrument in writing, constitute the Indenture Trustee its agent or attorney-in-fact and agent with full power and authority, to the extent permitted by law, authority to do any lawful act under or in respect of this Indenture all acts and things and to exercise all discretion on its behalf and in its name. If In any case, if any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all of its estatesassets, propertiesproperty, rights, remedies power duties and trusts shall obligations and duties of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Indenture Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Indenture and Servicing Agreement which are for the benefit of the Indenture Trustee shall extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 7.11. (d) Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, without be appointed and act and the appointment Indenture Trustee shall act, subject to the following provisions and conditions: (i) all powers, duties and obligations and rights conferred upon the Indenture Trustee in respect of a new the receipt, custody, investment and payment of monies shall be exercised solely by the Indenture Trustee; (ii) all other rights, powers, duties and obligations conferred or successor imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by the Indenture Trustee and such additional trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to property in any such jurisdiction) shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (iii) no power hereby given to, or exercisable by, any such additional trustee or separate trustee shall be exercised hereunder by such trustee except jointly with, or with the consent of, the Indenture Trustee; and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. If at any time, the Indenture Trustee shall deem it no longer necessary or prudent in order to conform to such law, the Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee. (e) Any request, approval or consent in writing by the Indenture Trustee to any additional trustee or separate trustee shall be sufficient warrant to such additional trustee or separate trustee, as the case may be, to take such action as may be so requested, approved or consented to. (f) Notwithstanding any other provision of this Section 7.11, the powers of any additional trustee or separate trustee shall not exceed those of the Indenture Trustee hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee with the consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied, shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Insurer, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Insurer, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 below and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided thereinTrustee, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Indenture Trustee shall remain primarily liable for all actions of a co-trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Issuer acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders [or the [Swap][Cap] Counterparty] of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.08. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Issuer may at any time accept the resignation of or remove remove, with or without cause, any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Pledged Assets may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument at any time all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstatePledged Assets, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, Pledged Assets or any part hereof, thereof and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 6.11, and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 but notice shall be given to each Applicable Series Enhancer. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon on the Indenture Trustee shall be conferred or imposed upon on, and exercised or performed by by, the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Pledged Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate or any Equipment may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateTrust, or any part hereofthereof, and, subject to the other provisions of this Section 6.107.13, such powers, duties, obligations, rights and trusts as the Servicer, the Trust and the Indenture Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment; provided, however, that if the Trust shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Indenture Trustee under Section 6.11 7.08 hereof, and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.87.12 hereof. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all All rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Indenture Trustee hereunder or as successor to the Servicer hereunder), the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Pledged Property or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trustee, Indenture Trustee but solely at the direction of the Indenture Trustee; (ii) no trustee under this No separate Indenture Trustee or co-Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indentureseparate Indenture Trustee or co-Indenture Trustee hereunder; and (iii) the The Indenture Trustee may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture and the conditions of this Article VIVII. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Servicer and the Trust. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact fact, with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, then all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeseparate Indenture Trustee or successor co-Indenture Trustee. (e) The Servicer shall be responsible for the payment of any fees or expenses of any separate Indenture Trustee or co-Indenture Trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any timetime (including for jurisdictional issues, for enforcement actions and where a conflict of interest exists), the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, Issuer and the Indenture Trustee acting jointly and at the expense of the Issuer shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-co- trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateProperty, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateProperty, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Issuer and the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 6.12 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Property or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) the Indenture Trustee shall not be liable for the appointment of any separate or co-trustee, and no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder, including acts or omissions of predecessor or successor trustees; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Indenture Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee –Indenture Trustee or co-trustees–Indenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Swap Counterparties, such title to the Trust EstateIndenture Collateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee –Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders or Swap Counterparties of the appointment of any co-trustee –Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.08. If the Indenture Trustee is incompetent or unqualified in any jurisdiction to perform as required by this Indenture, all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon such separate Indenture Trustee or co–Indenture Trustee who shall exercise and perform such rights, powers, duties and obligations solely at the direction of the Indenture Trustee. (b) Each Every separate trustee Indenture Trustee and co-trustee –Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee –Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall –Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trustee–Indenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trustee–Indenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees –Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee –Indenture Trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trustee–Indenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co–appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all of the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee –Indenture Trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-–in-–fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee –Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co–Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders201_-[__] Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Assets may at the time be located, the Indenture Trustee shall have has the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateAssets, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateAssets, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture shall be hereunder is required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be is required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shallwill, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall will be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which where any particular act or acts are to be performed the Indenture Trustee shall be is 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 Assets or any portion thereof in any such jurisdiction) shall will be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall hereunder will be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall will be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall must refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall will be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall must be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall diedies, become becomes incapable of acting, resign resigns or be is removed, all of its estates, properties, rights, remedies and trusts shall will vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Issuer and the Indenture Trustee acting jointly and at the expense of the Issuer, prior to the Class A Termination Date with the consent of the Controlling Party, shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Class A Noteholders, the Class A Insurer and the Backup Insurer, such title to the Trust EstateTrust, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Issuer and the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 6.12 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder, including acts or omissions of predecessor or successor trustees; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersBondholders and the Bond Insurer, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee or the Bond Insurer may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 hereof and no notice to the Bond Insurer but not to the Bondholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders or the Swap Counterparty of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.08. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Receivables Trust Estate may at the time be located, in connection with any Proceeding or other enforcement action and to the extent of any conflict of interest, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Receivables Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Receivables Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or Receivables Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the written direction of the Indenture Trustee; (ii) no separate trustee under this Indenture or co-trustee hereunder shall be personally liable by reason of any act or omission of any other separate trustee under this Indentureor co-trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any If necessary, any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2020-A Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding At any other provisions of this Indenture, at any time, time or times for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be locatedlocated or in which any action of the Indenture Trustee may be required to be performed or taken, the Indenture Trustee shall have Trustee, the power and may execute and deliver Servicer or the Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, by an instrument to appoint in writing signed by it or them, may appoint, at the reasonable expense of the Issuer and the Servicer, one or more Persons to act as a co-separate trustee or separate trustees or co-trusteestrustee, acting jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Indenture Trustee to act. Notwithstanding the appointment of any separate or co-trustee, the Indenture Trustee shall remain obligated and to vest in such Person or Persons, in such capacity and liable for the benefit obligations of the NoteholdersIndenture Trustee under this Indenture. (b) The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully confirming such title, rights, or duties to such separate trustee or separate trustees or co-trustee. Upon the acceptance in writing of such appointment by any such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Trust Estate, Estate or any part hereofthereof, and, subject to the other provisions of this Section 6.10, and with such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon as shall be specified in the Indenture Trustee instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee trustees or co-trustee shall not be authorized to act separately without trustees jointly with the Indenture Trustee joining in such act)subject to all the terms of this Indenture, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 67 (c) All provisions of this Indenture which are for the benefit of the Indenture Trustee shall extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 7.11. (d) Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Indenture Trustee shall act, subject to the following provisions and conditions: (i) all powers, duties and obligations and rights conferred upon the Indenture Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Indenture Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by the Indenture Trustee and such additional trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof Timeshare Properties in any such jurisdiction) shall be exercised and performed singly by such additional trustee or trustees or separate trustee or co-trusteetrustees; (iii) no power hereby given to, but solely at or exercisable by, any such additional trustee or separate trustee shall be exercised hereunder by such trustee except jointly with, or with the direction of consent of, the Indenture Trustee; ; and (iiiv) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) hereunder. If at any time, the Indenture Trustee may at any time accept shall deem it no longer necessary or prudent in order to conform to such law, the resignation of Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any separate additional trustee or co-separate trustee. (ce) Any noticerequest, request approval or other consent in writing given to by the Indenture Trustee to any additional trustee or separate trustee shall be deemed sufficient warrant to have been given such additional trustee or separate trustee, as the case may be, to each take such action as may be so requested, approved or consented to. (f) Notwithstanding any other provision of this Section 7.11, the then separate trustees and co-trustees as effectively as if given to each powers of them. Every instrument appointing any additional trustee or separate trustee or co-trustee shall refer to this Indenture and the conditions not exceed those of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument shall be filed with the Indenture Trusteehereunder. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee shall have and the power and Issuer, acting jointly, may execute and deliver an instrument instruments to appoint one or more Persons persons approved by the Master Servicer and the Credit Enhancer to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateCollateral, and to vest in such Person or Personsthem, in such that capacity and for the benefit of the NoteholdersNoteholders and the Credit Enhancer, such title to the Trust Estate, or any part hereof, andof the Collateral and any rights and obligations the Indenture Trustee considers appropriate, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirableSection. No co-trustee or separate trustee under this Indenture shall be required to meet need satisfy the terms of eligibility as requirements for a successor trustee under Section 6.11 6.08, and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.09. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: following: (i) all rights, powers, duties rights and obligations conferred or imposed upon of the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such any separate trustee or co-trustee jointly (it being understood that such the separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such the act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified is unable to perform such act or the acts, in which event such rights, powers, duties case the rights and obligations (including the holding of title to any part of the Trust Estate or any portion thereof in any such jurisdictionCollateral) shall be exercised and performed singly by such the separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; ; (ii) no trustee under this Indenture shall be personally liable by reason of for any act or omission of any other trustee under this Indenture; and and (iii) the Indenture Trustee Trustee, the Master Servicer, and the Issuer may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request request, or other writing given to the Indenture Trustee shall be deemed considered to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon on its acceptance of the trusts conferred, shall be subject to this Indenture and vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all in the provisions instrument of this Indenture, specifically including every provision appointment. Every instrument of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument appointment shall be filed with the Indenture TrusteeTrustee and a copy of it given to the Issuer. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall diedies, become becomes incapable of acting, resign resigns or be is removed, all of its estates, properties, rights, remedies and trusts obligations shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenturehereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate Notes or property securing the same may at the time be located, for enforcement actions and where a conflict of interest exists, the Indenture Trustee shall have the power and may shall execute and deliver an instrument all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-indenture trustee or co-indenture trustees, jointly with the Indenture Trustee, or separate indenture trustee or separate indenture trustees, of all or any part of the Trust EstateNotes, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the Trust EstateNotes, or any part hereofthereof, and, subject to the other provisions of this Section 6.1011.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-indenture trustee or separate trustee under this Indenture Trustee hereunder shall be deemed an agent of the Indenture Trustee or be required to meet the terms of eligibility as a successor indenture trustee under Section 6.11 11.06, and no notice to Holders of Notes of the appointment of any co-trustee indenture trustee(s) or separate trustee Indenture Trustee(s) shall be required under Section 6.811.08. (b) Each separate trustee and In the case of any appointment of a co-indenture trustee shallor separate indenture trustee pursuant to this Section 11.10, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-indenture trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act)jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Indenture Trustee hereunder or when acting as successor servicer under the Servicing Agreement), the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trustee, but indenture trustee solely at the written direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then then-separate trustees Indenture Trustees and co-trustees indenture trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-indenture trustee shall refer to this Base Indenture and the conditions of this Article VIXI. Each separate trustee Indenture Trustee and co-indenture trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all of the provisions of this IndentureBase Indenture and any Indenture Supplement, specifically including every provision of this Base Indenture and any Indenture Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may may, at any time time, constitute the Indenture Trustee Trustee, its agent or attorney-in-fact fact, with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Base Indenture or any Indenture Supplement on its behalf and in its name. The Indenture Trustee shall not be responsible or liable for any act, inaction or the appointment of any such trustee or co-trustee. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. (e) The appointment of a co-trustee or separate trustee under this Section 11.10 shall not relieve the Indenture Trustee of its duties and responsibilities hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2018-B Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2024-A Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2017-A Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee Trustee, with the consent of the Security Insurer (if the Security Insurer is the Controlling Party), shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee with the consent of the Insurer shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateTrust, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder, including acts or omissions of predecessor or successor trustees; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. (e) The Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2015-A Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions pro- visions of this Indenture, at any time, for the purpose of meeting meet- ing any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersBondholders and the Bond Insurer, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee or the Bond Insurer may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 hereof and no notice to, and the consent of, the Bond Insurer (but not the Bondholders) of the appointment of any co-trustee or separate trustee shall be required under Section 6.8required. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular particu- lar act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations obli- gations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-co- trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions pro- visions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee under Section Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section Section 6.8. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2019-B Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding At any other provisions of this Indenture, at any time, time or times for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be locatedlocated or in which any action of the Indenture Trustee may be required to be performed or taken, the Indenture Trustee shall have Trustee, the power and may execute and deliver Servicer or the Required Noteholders by an instrument to appoint in writing signed by it or them, may appoint, at the reasonable expense of the Issuer and the Servicer, one or more Persons individuals or corporations to act as a co-separate trustee or separate trustees or co-trusteestrustee, acting jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Indenture Trustee to act. Notwithstanding the appointment of any separate or co-trustee, the Indenture Trustee shall remain obligated and to vest in such Person or Persons, in such capacity and liable for the benefit obligations of the NoteholdersIndenture Trustee under this Indenture. (b) The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully confirming such title, rights, or duties to such separate trustee or separate trustees or co-trustee. Upon the acceptance in writing of such appointment by any such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Trust Estate, Estate or any part hereofthereof, and, subject to the other provisions of this Section 6.10, and with such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon as shall be specified in the Indenture Trustee instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee trustees or co-trustee shall not be authorized to act separately without trustees jointly with the Indenture Trustee joining in such act)subject to all the terms of this Indenture, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at as the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee case may at any time accept the resignation of or remove any be. Any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trusteemay, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time by an instrument in writing, constitute the Indenture Trustee its agent or attorney-in-fact and agent with full power and authority, to the extent permitted by law, authority to do any lawful act under or in respect of this Indenture all acts and things and to exercise all discretion on its behalf and in its name. If In any case any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all of its estatesassets, propertiesproperty, rights, remedies power duties and trusts shall obligations and duties of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Indenture Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Indenture which are for the benefit of the Indenture Trustee shall extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 7.11. (d) Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, without be appointed and act and the appointment Indenture Trustee shall act, subject to the following provisions and conditions: (i) all powers, duties and obligations and rights conferred upon the Indenture Trustee in respect of a new the receipt, custody, investment and payment of monies shall be exercised solely by the Indenture Trustee; (ii) all other rights, powers, duties and obligations conferred or successor imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by the Indenture Trustee and such additional trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Timeshare Properties in any such jurisdiction) shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (iii) no power hereby given to, or exercisable by, any such additional trustee or separate trustee shall be exercised hereunder by such trustee except jointly with, or with the consent of, the Indenture Trustee; and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. If at any time, the Indenture Trustee shall deem it no longer necessary or prudent in order to conform to such law, the Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee. (e) Any request, approval or consent in writing by the Indenture Trustee to any additional trustee or separate trustee shall be sufficient warrant to such additional trustee or separate trustee, as the case may be, to take such action as may be so requested, approved or consented to. (f) Notwithstanding any other provision of this Section 7.11, the powers of any additional trustee or separate trustee shall not exceed those of the Indenture Trustee hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.08. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2024-B Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2020-B Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2014-A Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenturehereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate Fund or property securing the same may at the time be located, the Servicer and the Indenture Trustee acting jointly shall have the power and may shall execute and deliver an instrument all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-indenture trustee or co-indenture trustees, jointly with the Indenture Trustee, or separate indenture trustee or separate indenture trustees, of all or any part of the Trust EstateFund, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the Trust EstateFund, or any part hereofthereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Servicer and the Indenture Trustee may consider necessary or desirable. Any such co-indenture trustee or separate indenture trustee shall be approved by the Note Insurer. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Indenture Trustee alone shall have the power to make such appointment. No co-indenture trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.indenture

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2023-A Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons acceptable to the Insurer to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Insurer, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 below and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided thereinTrustee, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Indenture Trustee shall remain primarily liable for all actions of a co-trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding At any other provisions of this Indenture, at any time, time or times for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be locatedlocated or in which any action of the Indenture Trustee may be required to be performed or taken, the Indenture Trustee shall have Trustee, the power and may execute and deliver Servicer or the Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes, by an instrument to appoint in writing signed by it or them, may appoint, at the reasonable expense of the Issuer and the Servicer, one or more Persons to act as a co-separate trustee or separate trustees or co-trusteestrustee, acting jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Indenture Trustee to act. Notwithstanding the appointment of any separate or co-trustee, the Indenture Trustee shall remain obligated and to vest in such Person or Persons, in such capacity and liable for the benefit obligations of the NoteholdersIndenture Trustee under this Indenture. (b) The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully confirming such title, rights, or duties to such separate trustee or separate trustees or co-trustee. Upon the acceptance in writing of such appointment by any such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Trust Estate, Estate or any part hereofthereof, and, subject to the other provisions of this Section 6.10, and with such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon as shall be specified in the Indenture Trustee instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee trustees or co-trustee shall not be authorized to act separately without trustees jointly with the Indenture Trustee joining in such act)subject to all the terms of this Indenture, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at as the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee case may at any time accept the resignation of or remove any be. Any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trusteemay, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time by an instrument in writing, constitute the Indenture Trustee its agent or attorney-in-fact and agent with full power and authority, to the extent permitted by law, authority to do any lawful act under or in respect of this Indenture all acts and things and to exercise all discretion on its behalf and in its name. If In any case, if any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all of its estatesassets, propertiesproperty, rights, remedies power duties and trusts shall obligations and duties of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Indenture Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Indenture which are for the benefit of the Indenture Trustee shall extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 7.11. 69 (d) Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, without be appointed and act and the appointment Indenture Trustee shall act, subject to the following provisions and conditions: (i) all powers, duties and obligations and rights conferred upon the Indenture Trustee in respect of a new the receipt, custody, investment and payment of monies shall be exercised solely by the Indenture Trustee; (ii) all other rights, powers, duties and obligations conferred or successor imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by the Indenture Trustee and such additional trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Timeshare Properties in any such jurisdiction) shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (iii) no power hereby given to, or exercisable by, any such additional trustee or separate trustee shall be exercised hereunder by such trustee except jointly with, or with the consent of, the Indenture Trustee; and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. If at any time, the Indenture Trustee shall deem it no longer necessary or prudent in order to conform to such law, the Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee. (e) Any request, approval or consent in writing by the Indenture Trustee to any additional trustee or separate trustee shall be sufficient warrant to such additional trustee or separate trustee, as the case may be, to take such action as may be so requested, approved or consented to. (f) Notwithstanding any other provision of this Section 7.11, the powers of any additional trustee or separate trustee shall not exceed those of the Indenture Trustee hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Pledged Assets may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersIssuer and the Noteholders and to the extent expressly set forth herein or the other Basic Documents, such title to the Trust EstatePledged Assets, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee Indenture Trustee under Section 6.11 hereof and no notice to Noteholders or Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a1) Notwithstanding any other provisions of this Indenture, at any timetime (including for jurisdictional issues, for enforcement actions and where a conflict of interest exists), the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, Issuer and the Indenture Trustee acting jointly and at the expense of the Issuer shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateProperty, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateProperty, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Issuer and the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 6.12 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b2) Each Every separate trustee and co-trustee shall, 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 Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Property or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (iib) the Indenture Trustee shall not be liable for the appointment of any separate or co-trustee, and no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder, including acts or omissions of predecessor or successor trustees; and (iiic) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c3) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d4) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, after delivering written notice to the Administrator, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood intended that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no separate trustee under this Indenture or co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder, including acts or omissions of predecessor or successor trustees; and (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or or, acting jointly, remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2021-B Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Swap Counterparties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-co- trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time remove or accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee as its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee Trustee, with the consent of the Insurer (so long as it is the Controlling Party) shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateProperty, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Insurer, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee or the Insurer (so long as it is the Controlling Party) may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Property or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co-trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Indenture Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersIndenture Secured Parties, such title to the Indenture Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Indenture Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee shall have the power power, with the prior written consent of the Note Insurer, and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersOwners, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required 34 to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Owners of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Servicer and the Note Insurer. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided thereinTrustee, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.08. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove remove, with or without cause, any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee with the consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or a separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateTrust, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder, including acts or omissions of predecessor or successor trustees; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest invest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Swap Counterparty, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time remove or accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee as its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee with the consent of the Note Insurer shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trustees, jointly with the Indenture TrusteeTrustees, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateTrust, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment 52 58 of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.8 hereof. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder, including acts or omissions of predecessor or successor Indenture Trustees; and (iii) the Indenture Trustee and the Master Servicer acting jointly may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trusteeIndenture Trustee except that following the occurrence of an Event of Servicer Termination, the Indenture Trustee acting alone may accept the resignation of or remove any separate Indenture Trustee or co-Indenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. (e) The Master Servicer shall be responsible for the fees of any co-Indenture Trustee or separate Indenture Trustee appointed hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Indenture Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Indenture Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Indenture Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateTrust, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.8.6.08 (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall co- Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture Agreement and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee Indenture Trustee or co-trustee Indenture Trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeIndenture Trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders2019-A Secured Parties, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture TrusteeTrustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be locatedlocated or for the purpose of implementing any Swap Agreement as contemplated by Section 9.02, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee such separate trustee or co-trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in and/or directing such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts thereupon conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee shall have and the power and Issuer, acting jointly, may execute and deliver an instrument instruments to appoint one or more Persons persons approved by the Master Servicer and the Credit Enhancer to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateCollateral, and to vest in such Person or Personsthem, in such that capacity and for the benefit of the NoteholdersNoteholders and the Credit Enhancer, such title to the Trust Estate, or any part hereof, andof the Collateral and any rights and obligations the Indenture Trustee considers appropriate, subject to the other provisions of this Section. Pursuant to Section 6.106.15, such powers, duties, obligations, rights the Co-Trustee has been appointed as a co-trustee solely for the duties stated in Section 6.15 and trusts as the Indenture Trustee may consider necessary or desirableno other. No co-trustee or separate trustee under this Indenture shall be required to meet need satisfy the terms of eligibility as requirements for a successor trustee under Section 6.11 6.08, and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.09. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditionsfollowing: (i) all rights, powers, duties rights and obligations conferred or imposed upon of the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such any separate trustee or co-trustee (other than the Co-Trustee) jointly (it being understood that such the separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such the act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified is unable to perform such act or the acts, in which event such rights, powers, duties case the rights and obligations (including the holding of title to any part of the Trust Estate or any portion thereof in any such jurisdictionCollateral) shall be exercised and performed singly by such the separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture shall be personally liable by reason of for any act or omission of any other trustee under this Indenture; and (iii) the Indenture Trustee Trustee, the Master Servicer, and the Issuer may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any Except with respect to the Co-Trustee, any notice, request request, or other writing given to the Indenture Trustee shall be deemed considered to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon on its acceptance of the trusts conferred, shall be subject to this Indenture and vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all in the provisions instrument of this Indenture, specifically including every provision appointment. Every instrument of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each such instrument appointment shall be filed with the Indenture TrusteeTrustee and a copy of it given to the Issuer. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall diedies, become becomes incapable of acting, resign resigns or be is removed, all of its estates, properties, rights, remedies and trusts obligations shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee Indenture Trustee or co-trusteesIndenture Trustees, jointly with the Indenture Trustee, or separate trustee Indenture Trustee or separate trusteesIndenture Trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee Indenture Trustee or separate trustee under this Indenture Trustee hereunder shall be required to meet the terms of eligibility as of a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee Indenture Trustee or separate trustee Indenture Trustee shall be required under Section 6.86.08. (b) Each Every separate trustee Indenture Trustee and co-trustee Indenture Trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee Indenture Trustee or co-trustee Indenture Trustee jointly (it being understood that such separate trustee Indenture Trustee or co-trustee shall Indenture Trustee is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Indenture Trustee or co-trusteeIndenture Trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this IndentureIndenture Trustee hereunder; and (iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee Indenture Trustee or co-trusteeIndenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees Indenture Trustees and co-trustees Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Indenture Trustee or co-trustee Indenture Trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee Indenture Trustee and co-trusteeIndenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, of or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and authority, a copy thereof given to the extent permitted by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeAdministrator.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Assets may at the time be locatedlocated or for the purpose of implementing any Swap Agreement as contemplated by Section 10.02, the Indenture Trustee shall have has the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateAssets, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateAssets, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture shall be hereunder is required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be is required under Section 6.86.08. (b) Each Every separate trustee and co-trustee shallwill, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall will be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which where any particular act or acts are to be performed the Indenture Trustee shall be is 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 Assets or any portion thereof in any such jurisdiction) shall will be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no co-trustee under this Indenture shall or separate trustee hereunder will be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall will be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall must refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall will be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall must be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall diedies, become becomes incapable of acting, resign resigns or be is removed, all of its estates, properties, rights, remedies and trusts shall will vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Owner Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such 37 (NAROT 2020-A Indenture) powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i1) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee such separate trustee or co-trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in and/or directing such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii2) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii3) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts thereupon conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral may at the time be located, the Indenture Trustee at the expense of the Issuer shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-co trustee or co-co trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust EstateCollateral, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-co trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-co trustee or separate trustee shall be required under this Section 6.86.10 hereof. (b) Each Every separate trustee and co-co trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-co trustee jointly (it being understood that such separate trustee or co-co trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-co trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-co trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees co trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-co trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-co trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided thereinTrustee, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-co trustee may at any time constitute the Indenture Trustee its agent or attorney-in-attorney in fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-co trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee under this Indenture hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 6.12 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8.6.09 hereof. 44 (2024-B Indenture) (b) Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee shall is not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Indenture hereunder shall be personally liable by reason of any act or omission of any other trustee under this Indenturehereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee Trustee, its agent or attorney-in-fact with full power and authority, to the extent permitted not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.