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 provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator Issuer acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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 fifteen (15) days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this IndentureAgreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral Owner Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee Servicer and the Administrator Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Note Insurer to act as a co-Indenture Trustee or co-Indenture Trusteestrustee, jointly with the Indenture Owner Trustee, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustOwner Trust Estate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholderscapacity, such title to the CollateralTrust, or any part hereofthereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee Servicer and the Administrator Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Owner Trustee alone subject, unless a Note Insurer Default shall have occurred and be continuing, to the approval of the Note Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-Indenture Trustee trustee or separate Indenture Trustee hereunder trustee under this Agreement shall be required to meet the terms of eligibility of as a successor Indenture Trustee under trustee pursuant to Section 6.11 9.1 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under pursuant to Section 6.08.9.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator Issuer acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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 fifteen (15) days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power power, with the prior written consent of the Note Insurer, and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersOwners, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders Owners of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Servicer and the Note Insurer.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indentureprovisions hereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral Notes or property securing the same may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee indenture trustee or co-Indenture Trusteesindenture trustees, jointly with the Indenture Trustee, or separate Indenture Trustee indenture trustee or separate Indenture Trusteesindenture trustees, of all or any part of the TrustNotes, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the CollateralNotes, or any part hereofthereof, and, subject to the other provisions of this SectionSection 11.10, 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-Indenture Trustee indenture trustee or separate Indenture Trustee indenture trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee indenture trustee under Section 6.11 11.06, and no notice to Noteholders holders of Notes of the appointment of any co-Indenture Trustee indenture trustee(s) or separate Indenture Trustee indenture trustee(s) shall be required under Section 6.0811.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Issuer or any Dealer may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee trustee or co-Indenture Trusteestrustees, jointly with the Indenture Trustee, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIssuer, 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 CollateralIssuer, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly 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 all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and [or the Administrator Securities Insurer] 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 hereof and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof[; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Securities Insurer].

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Issuer may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralIssuer, or any part hereof, and, subject to the other provisions of this Section, such powerspower, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the The Administrator will pay all reasonable fees and expenses of any co-trustee or co-trustees or separate trustee or separate trustees. The appointment of any separate trustee or co-trustee shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, absolve the Indenture Trustee alone shall have the power to make such appointmentof its obligations under this Indenture. No co-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of a successor as an Indenture Trustee under Section 6.11 6.11, and no notice to the Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator Issuer acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders [or the [Swap][Cap] Counterparty] of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indentureprovisions hereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral 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 and the Administrator acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee indenture trustee or co-Indenture Trusteesindenture trustees, jointly with the Indenture Trustee, or separate Indenture Trustee indenture trustee or separate Indenture Trusteesindenture trustees, of all or any part of the TrustNotes, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the CollateralNotes, or any part hereofthereof, and, subject to the other provisions of this SectionSection 11.10, 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-Indenture Trustee indenture trustee or separate Indenture Trustee hereunder shall be deemed an agent of the Indenture Trustee or be required to meet the terms of eligibility of as a successor Indenture Trustee indenture trustee under Section 6.11 11.06, and no notice to Noteholders Holders of Notes of the appointment of any co-Indenture Trustee indenture trustee(s) or separate Indenture Trustee Trustee(s) shall be required under Section 6.0811.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Trust may at the time be located, the Issuer and the Indenture Trustee and the Administrator 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 all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, 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 CollateralTrust, or any part hereofthereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Issuer and 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 6.12 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and Trustee, with the Administrator acting jointly consent of the Insurer (so long as it is the Controlling Party) shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trusteestrustees, jointly with the Indenture Trustee, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust Property, 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 Collateral, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and or the Administrator Insurer (so long as it is the Controlling Party) 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders or the Swap Counterparty of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power power, with the prior written consent of the Securities Insurer, and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Securities Insurer.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this IndentureAgreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral Owner Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee Servicer and the Administrator Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee [and the Note Insurer] to act as a co-Indenture Trustee or co-Indenture Trusteestrustee, jointly with the Indenture Owner Trustee, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustOwner Trust Estate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholderscapacity, such title to the CollateralTrust, or any part hereofthereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee Servicer and the Administrator Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Owner Trustee alone [subject, unless a Note Insurer Default shall have occurred and be continuing, to the approval of the Note Insurer (which approval shall not be unreasonably withheld)] shall have the power to make such appointment. No co-Indenture Trustee trustee or separate Indenture Trustee hereunder trustee under this Agreement shall be required to meet the terms of eligibility of as a successor Indenture Trustee under trustee pursuant to Section 6.11 9.1 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under pursuant to Section 6.08.9.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision 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 Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons Persons, to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIndenture Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Hedge Counterparties, such title interest to the Indenture Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 and no notice to the Noteholders or the Hedge Counterparties of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof. No appointment of a co-trustee or a separate trustee shall relieve the Indenture Trustee of its duties and obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and with the Administrator acting jointly consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied, shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIssuer, 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 Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and with the Administrator acting jointly consent of the Insurer, which consent shall not be unreasonably withheld, delayed or denied, shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision 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 Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons Persons, to act as a co-Indenture Trustee –trustee or co-Indenture Trustees, jointly with the Indenture Trustee–trustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIndenture Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Hedge Counterparties, such title interest to the Indenture Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee –trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 and no notice to the Noteholders or the Hedge Counterparties of the appointment of any co-Indenture Trustee –trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof. No appointment of a co–trustee or a separate trustee shall relieve the Indenture Trustee of its duties and obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Trust may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustSeries Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersSecured Parties, such title to the CollateralSeries Trust Estate, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof. The cost and expense of such co-trustee or co-trustees, and/or separate trustee or separate trustees, shall be a cost and expense of the Indenture Trustee pursuant to Section 3.03(a)(ii) of the Series Supplement.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral 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 and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustReceivables Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralReceivables Trust Estate, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Trust may at the time be located, the Issuer and the Indenture Trustee and the Administrator acting jointly and at the expense of the Issuer, prior to the Class A Termination Date with the consent of the Class A Insurer, shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersClass A Noteholders and the Class A Insurer, such title to the CollateralTrust, or any part hereofthereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Issuer and 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 6.12 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision 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 Collateral 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 all instruments to appoint one or more Persons persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersSecured Parties, such title to the CollateralTrust Estate, or any part hereofthereof, and, subject to the other provisions of this Section, Section 11.10 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-Indenture Trustee co- trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 11.9 and no notice to Noteholders or Certificateholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.0811.7. No co-trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of Law or to enable the Indenture Trustee to perform its functions hereunder. The appointment of any co- trustee or separate trustee shall not relieve the Indenture Trustee of any of its obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Pledged Assets may at the time be located, the Indenture Trustee and Trustee, with the Administrator acting jointly consent of the Insurer so long as it is the Controlling Party, shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trusteestrustees, jointly with the Indenture Trustee, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and to the extent expressly set forth herein or the other Basic Documents, and the Insurer, such title to the CollateralPledged Assets, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power power, with the prior written consent of the Note Insurer, and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersOwners, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders Owners of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Note Insurer.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Pledged Assets may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trusteestrustees, jointly with the Indenture Trustee, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, 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 CollateralPledged Assets, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 hereof and no notice to Noteholders or Certificateholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Trust may at the time be located, the Indenture Trustee and with the Administrator acting jointly consent of the Note Insurer shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralTrust, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment 52 58 of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.086.8 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly 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 all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and or the Administrator Securities Insurer 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 hereof and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Securities Insurer.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Trust 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 the Administrator acting jointly be continuing) shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or a separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralTrust, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power power, with the prior written consent of the Note Insurer, and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersOwners, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required 34 to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders Owners of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Servicer and the Note Insurer.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indentureprovisions hereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral Trust Fund or property securing the same may at the time be located, the Servicer and the Indenture Trustee and the Administrator acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee indenture trustee or co-Indenture Trusteesindenture trustees, jointly with the Indenture Trustee, or separate Indenture Trustee indenture trustee or separate Indenture Trusteesindenture trustees, of all or any part of the TrustTrust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the CollateralTrust Fund, or any part hereofthereof, and, subject to the other provisions of this SectionSection 6.10, such powers, duties, obligations, rights and trusts as the Servicer and the Indenture Trustee and the Administrator may consider necessary or desirable. Any such co-indenture trustee or separate indenture trustee shall be approved by the Note Insurer. If the Administrator 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 indenture trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.indenture

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Issuer may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralIssuer, or any part hereof, and, subject to the other provisions of this Section, such powerspower, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator The Sellers will pay all reasonable fees and expenses of any co-trustee or co-trustees or separate trustee or separate trustees. The appointment of any separate trustee or co-trustee shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, absolve the Indenture Trustee alone shall have the power to make such appointmentof its obligations under this Indenture. No co-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of a successor as an Indenture Trustee under Section 6.11 6.11, and no notice to the Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indentureprovisions hereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral 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 and the Administrator acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee indenture trustee or co-Indenture Trusteesindenture trustees, jointly with the Indenture Trustee, or separate Indenture Trustee indenture trustee or separate Indenture Trusteesindenture trustees, of all or any part of the TrustNotes, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the CollateralNotes, or any part hereofthereof, and, subject to the other provisions of this SectionSection 11.10, 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-Indenture Trustee indenture trustee or separate Indenture Trustee hereunder shall be deemed an agent of the Indenture Trustee or be required to meet the terms of eligibility of as a successor Indenture Trustee indenture trustee under Section 6.11 11.06, and no notice to Noteholders Holders of Notes of the appointment of any co-Indenture Trustee indenture trustee(s) or separate Indenture Trustee Trustee(s) shall be required under Section 6.08.11.08. 123

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power power, [with the prior written consent of the Note Insurer], and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteeco- trustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, Noteholders [and the Note Insurer] such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and [or the Administrator Note Insurer] 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 hereof and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof; [provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Note Insurer].

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) 1. Notwithstanding any other provision provisions of this IndentureIndenture or any Indenture Supplement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the TrustCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereofthereof, and, subject to the other provisions of this SectionSection 10.10, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 10.7 and no notice to Investor Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.0810.8. No co-Indenture Trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of state law or to enable the Indenture Trustee to perform its functions hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision 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 Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons Persons, to act as a co-Indenture Trustee –trustee or co-Indenture Trustees, jointly with the Indenture Trustee–trustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIndenture Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title interest to the Indenture Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee –trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 and no notice to the Noteholders of the appointment of any co-Indenture Trustee –trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof. No appointment of a co–trustee or a separate trustee shall relieve the Indenture Trustee of its duties and obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to 42 Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator Issuer acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the TrustCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator Issuer may consider necessary or desirable. If the Administrator Issuer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 47 54 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision 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 Collateral 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 all instruments to appoint one or more Persons persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersSecured Parties, such title to the CollateralTrust Estate, or any part hereofthereof, and, subject to the other provisions of this Section, Section 11.10 such powers, duties, obligations, rights and trusts as 80 4149-1382-4069 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 11.9 and no notice to Noteholders or Certificateholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.0811.7. No co-trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of Law or to enable the Indenture Trustee to perform its functions hereunder. The appointment of any co-trustee or separate trustee shall not relieve the Indenture Trustee of any of its obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Pledged Assets may at the time be located, the Indenture Trustee and Trustee, with the Administrator acting jointly consent of the Insurer (so long as the Insurer is the Controlling Party), shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trusteestrustees, jointly with the Indenture Trustee, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and to the extent expressly set forth herein or the other Basic Documents, and the Insurer, such title to the CollateralPledged Assets, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 hereof and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision 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 Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons Persons, to act as a co-Indenture Trustee —trustee or co-Indenture Trustees, jointly with the Indenture Trustee—trustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIndenture Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersHolders, such title interest to the Indenture Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee —trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 and no notice to Noteholders the Holders of the appointment of any co-Indenture Trustee —trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof. No appointment of a co—trustee or a separate trustee shall relieve the Indenture Trustee of its duties and obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and Trustee, with approval of the Administrator acting jointly Required Noteholders, shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee and Trustee, with the Administrator approval of the Required Noteholders, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8. Any such co-trustee or separate trustee appointed at a time when no Default or Event of Default exists shall be subject to the reasonable approval of the Issuer. Such appointment will be made in a manner so that no violation of the Federal Assignment of Xxxxxx Xxx, 00 X.X.X. §0000, and Assignment of Xxxxxxxxx Xxx, 00 X.X.X. §00, occurs as a result of such appointment.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly 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 all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and [or the Administrator Securities Insurer] 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section SECTION 6.11 hereof and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof[; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Securities Insurer].

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision 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 Collateral 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 all instruments to appoint one or more Persons persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersSecured Parties, such title to the CollateralTrust Estate, or any part hereofthereof, and, subject to the other provisions of this Section, Section 11.10 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 11.9 and no notice to Noteholders or Certificateholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.0811.7. No co-trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of Law or to enable the Indenture Trustee to perform its functions hereunder. The appointment of any co-trustee or separate trustee shall not relieve the Indenture Trustee of any of its obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power power, with the prior written consent of the Note Insurer, and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersOwners, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders Owners of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Seller, the Servicer and the Note Insurer.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Indenture 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 all instruments an instrument to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralIndenture Trust Estate, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.08.6.8. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Trust may at the time be located, the Indenture Trustee Trustee, with the prior written consent of the Insurer (unless required by law), and the Administrator Master Servicer acting jointly jointly, except that following the occurrence of an Event of Servicing Termination, the Indenture Trustee acting alone, shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust (including, for purposes of this Section 6.10, 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 Insurer, such title to the CollateralTrust, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof. The Indenture Trustee shall remain primarily liable for the actions of any co-trustee.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons 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 TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereofthereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under this Section 6.08.6.10 hereof;

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly -56- 57 with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indentureprovisions hereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral 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 and the Administrator acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee indenture trustee or co-Indenture Trusteesindenture trustees, jointly with the Indenture Trustee, or separate Indenture Trustee indenture trustee or separate Indenture Trusteesindenture trustees, of all or any part of the TrustNotes, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the CollateralNotes, or any part hereofthereof, and, subject to the other provisions of this SectionSection 11.11, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If the Administrator No co-indenture trustee or separate indenture trustee hereunder shall not have joined in such appointment within 15 days after the receipt by it be deemed an agent of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee indenture trustee under Section 6.11 11.07, and no notice to Noteholders holders of Notes of the appointment of any co-Indenture Trustee indenture trustee(s) or separate Indenture Trustee indenture trustee(s) shall be required under Section 6.0811.09.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding i)Notwithstanding any other provision 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 Collateral 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 all instruments to appoint one or more Persons persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersSecured Parties, such title to the CollateralTrust Estate, or any part hereofthereof, and, subject to the other provisions of this Section, Section 11.10 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 11.9 and no notice to Noteholders or Certificateholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.0811.7. No co-trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of Law or to enable the Indenture Trustee to perform its functions hereunder. The appointment of any co-trustee or separate trustee shall not relieve the Indenture Trustee of any of its obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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 fifteen (15) days after the receipt by it of a request so to do, the Indenture Trustee alone shall have the power to make such appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator Issuer acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders [or the Swap Counterparty] of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power power, with the prior written consent of the Securities Insurer, and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and or the Administrator Securities Insurer 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 hereof and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Securities Insurer.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral 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 and the Administrator acting jointly shall have the power and may (Nissan 2008-B Indenture) 42 execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralTrust Estate, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this IndentureIndenture or any Indenture Supplement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the TrustCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereofthereof, and, subject to the other provisions of this SectionSection 10.10, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 10.7 and no notice to Investor Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.0810.8. No co-Indenture Trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of state law or to enable the Indenture Trustee to perform its functions hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a1) Notwithstanding any other provision 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 Collateral 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 all instruments to appoint one or more Persons persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersSecured Parties, such title to the CollateralTrust Estate, or any part hereofthereof, and, subject to the other provisions of this Section, Section 11.10 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-Indenture Trustee co- trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 11.9 and no notice to Noteholders or Certificateholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.0811.7. No co-trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of Law or to enable the Indenture Trustee to perform its functions hereunder. The appointment of any co- trustee or separate trustee shall not relieve the Indenture Trustee of any of its obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof. The appointment of any co-trustee or separate trustee shall not absolve the Indenture Trustee of its obligations under this Indenture and the related Indenture Supplement.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons 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 TrustIssuer, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section SECTION 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section SECTION 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Issuer or any Dealer may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee trustee or co-Indenture Trusteestrustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trusteesindenture trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee indenture trustee or separate Indenture Trustee indenture trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee indenture trustee or separate Indenture Trustee indenture trustee shall be required under Section 6.086.8.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision 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 Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons Persons, to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIndenture Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Swap Counterparties, such title interest to the Indenture Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 and no notice to the Noteholders or the Swap Counterparties of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof. No appointment of a co-trustee or a separate trustee shall relieve the Indenture Trustee of its duties and obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of a successor Indenture Trustee under Section 6.11 and no notice to Noteholders [or the Swap Counterparty] of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision 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 Collateral 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 all instruments to appoint one or more Persons persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersSecured Parties, such title to the Collateral80 4126-5192-3506.10 Trust Estate, or any part hereofthereof, and, subject to the other provisions of this Section, Section 11.10 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 11.9 and no notice to Noteholders or Certificateholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.0811.7. No co-trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of Law or to enable the Indenture Trustee to perform its functions hereunder. The appointment of any co-trustee or separate trustee shall not relieve the Indenture Trustee of any of its obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Trust Estate may at the time be located, the Indenture Trustee and Trustee, with the Administrator acting jointly consent of the Security Insurer (if the Security Insurer is the Controlling Party), shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralTrust Estate, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.08.6.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, after delivery of written notice to the Administrator and for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Trust Estate may at the time be located, the Indenture Trustee and Trustee, with the consent of the Administrator acting jointly (which shall not be unreasonably withheld), shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralTrust Estate, or any part hereofthereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator may consider necessary or desirable. If , with the consent of the Administrator (which 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 appointmentbe unreasonably withheld). No co-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision 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 Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons Persons, to act as a co-Indenture Trustee –trustee or co-Indenture Trustees, jointly with the Indenture Trustee–trustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIndenture Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Hedge Counterparties, such title interest to the Indenture Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee –trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee 60 under Section 6.11 and no notice to the Noteholders or the Hedge Counterparties of the appointment of any co-Indenture Trustee –trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof. No appointment of a co–trustee or a separate trustee shall relieve the Indenture Trustee of its duties and obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Receivables Annex A 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 and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustReceivables Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralReceivables Trust Estate, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Issuer or any Dealer may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee trustee or co-Indenture Trusteestrustees, jointly with the Indenture Trustee, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIssuer, 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 CollateralIssuer, or any part hereof, and, subject to the other provisions of this SectionSECTION 6.10, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section SECTION 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.08.SECTION 6.8. indt.form.01.wpd

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision 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 Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons Persons, to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteeco- trustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustIndenture Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersNoteholders and the Hedge Counterparties, such title interest to the Indenture Collateral, or any part hereof, and, subject to the other provisions of this SectionSection 6.10, 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-Indenture Trustee co- trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 and no notice to the Noteholders or the Hedge Counterparties of the appointment of any co-Indenture Trustee co- trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof. No appointment of a co-trustee or a separate trustee shall relieve the Indenture Trustee of its duties and obligations hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power power, with the prior written consent of the Note Insurer, and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteeco- trustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustTrust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, Noteholders and the Note Insurer such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and or the Administrator Note Insurer 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 hereof and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.08 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Note Insurer.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Trust may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the TrustSeries Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the NoteholdersSecured Parties, such title to the CollateralSeries Trust Estate, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof. The cost and expense of such co-trustee or co-trustees, and/or separate trustee or separate trustees, shall be a cost and expense of the Indenture Trustee pursuant to Section 3.03(a)(iii) of the Series Supplement.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indentureprovisions hereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral Notes or property 110 securing the same may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee indenture trustee or co-Indenture Trusteesindenture trustees, jointly with the Indenture Trustee, or separate Indenture Trustee indenture trustee or separate Indenture Trusteesindenture trustees, of all or any part of the TrustNotes, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the CollateralNotes, or any part hereofthereof, and, subject to the other provisions of this SectionSection 11.10, 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-Indenture Trustee indenture trustee or separate Indenture Trustee indenture trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee indenture trustee under Section 6.11 11.06, and no notice to Noteholders holders of Notes of the appointment of any co-Indenture Trustee indenture trustee(s) or separate Indenture Trustee indenture trustee(s) shall be required under Section 6.0811.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral property included in the Series Pool 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 the Administrator acting jointly be continuing) shall have the power and may execute and deliver all instruments to appoint one or more Persons acceptable to the Insurer (provided that no Insurer Default shall have occurred and be continuing) to act as a co-Indenture Trustee indenture trustee or co-Indenture Trustees, jointly with the Indenture Trusteeindenture trustees, or separate Indenture Trustee indenture trustee or separate Indenture Trusteesindenture trustees, of all or any part of the Trustproperty included in the Series Pool, 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 CollateralIssuer, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee and the Administrator Insurer 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-Indenture Trustee indenture trustee or separate Indenture Trustee indenture trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee indenture trustee under Section 6.11 8.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee indenture trustee or separate Indenture Trustee indenture trustee shall be required under Section 6.088.08 hereof.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this IndentureBase Indenture or any Indenture Supplement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Persons persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the TrustCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Investor Noteholders, such title to the Collateral, or any part hereofthereof, and, subject to the other provisions of this SectionSECTION 10.10, 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-Indenture Trustee or separate Indenture Trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee under Section 6.11 SECTION 10.7 and no notice to Investor Noteholders of the appointment of any co-Indenture Trustee or separate Indenture Trustee shall be required under Section 6.08SECTION 10.8. No co-Indenture Trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of state law or to enable the Indenture Trustee to perform its functions hereunder.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision of this Indentureprovisions hereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Collateral 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 and the Administrator acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-Indenture Trustee indenture trustee or co-Indenture Trusteesindenture trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or any part of the TrustNotes, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholderscapacity, such title to the CollateralNotes, or any part hereofthereof, and, subject to the other provisions of this SectionSection 11.10, 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-Indenture Trustee indenture trustee or separate Indenture Trustee hereunder shall be deemed an agent of the Indenture Trustee or be required to meet the terms of eligibility of as a successor Indenture Trustee indenture trustee under Section 6.11 11.06, and no notice to Noteholders Holders of Notes of the appointment of any co-Indenture Trustee indenture trustee(s) or separate Indenture Trustee Trustee(s) shall be required under Section 6.0811.08.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Indenture Trust Estate may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power power, with the prior written consent of the [Securities Insurer], and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralIndenture Trust Estate, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee co- trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the [Securities Insurer].

Appointment of Co-Indenture Trustee or Separate Indenture Trustee. (a) Notwithstanding any other provision provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral Indenture Trust Estate may at the time be located, the Indenture Trustee and the Administrator acting jointly shall have the power power, with the prior written consent of the Securities Insurer, and may execute and deliver all instruments to appoint one or more Persons to act as a co-Indenture Trustee trustee or co-Indenture Trustees, jointly with the Indenture Trusteetrustees, or separate Indenture Trustee trustee or separate Indenture Trusteestrustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the CollateralIndenture Trust Estate, or any part hereof, and, subject to the other provisions of this Section, 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-Indenture Trustee trustee or separate Indenture Trustee trustee hereunder shall be required to meet the terms of eligibility of as a successor Indenture Trustee trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-Indenture Trustee trustee or separate Indenture Trustee trustee shall be required under Section 6.086.8 hereof; provided that the Indenture Trustee shall deliver notice of any such co-trustee or separate trustee to the Securities Insurer.