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

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirableappropriate. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 8.6 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.088.8. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Fund Estate or property securing any Mortgage Note Financed Vehicle may at the time be located, the Master Servicer Administrator and the Owner Trustee acting jointly shall shall, at the expense of the Servicer, have the power and shall shall, at the expense of the Servicer, execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or Persons(in the name of the Trust and not in such Person’s name for the Trust, except to the extent otherwise required by, and in accordance with, Section 2.8), in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.106.12, such powers, duties, obligations, rights and trusts as the Master Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Master Servicer Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 6.13 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.08. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:6.10.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an a Master Servicer Event of Default Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirableappropriate. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the applicable Certificateholders, such title to the Trust Fund Fund, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 fifteen days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.11, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.09. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementTrust Agreement to the contrary, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Fund Estate or property securing any Mortgage Note Financed Vehicle may at the time be located, the Master Servicer Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustees, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Owner Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.5, such powers, duties, obligations, rights and trusts as the Master Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Master Servicer Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Trust Agreement shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 10.1 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:10.3.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Fund Estate or property securing any Mortgage Note Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Master Servicer Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund or any part thereof, whichever is applicable, thereof and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Master Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under Owner Trustee pursuant to Section 8.06 10.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.03. Every 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.11, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 10.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.0810.09. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer Depositor and the Trustee may consider necessary or desirable. If the Master Servicer Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund Estate or property securing any Mortgage Note Financed Vehicle may at the time be located, or for enforcement actions or conflict of interest matters, the Master Servicer Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Master Servicer Administrator shall not have joined in such appointment within 15 twenty-five (25) days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 10.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.03. Every A co-trustee or separate trustee appointed hereunder is not an agent of the Owner Trustee. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master applicable Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master applicable Servicer and the Trustee may consider necessary or desirableappropriate. If the Master any Servicer shall not have joined in such appointment within 15 days after the receipt by it such Servicer of a request to do so, so or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power power, and the Trustee shall, and shall instruct the Depositor to, at the expense of the Trust Fund, execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer Depositor and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 hereof, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.088.08 hereof. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementAgreement to the contrary, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Fund Estate or property securing any Mortgage Note Financed Vehicle may at the time be located, the Master Servicer Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustees, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Owner Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.5, such powers, duties, obligations, rights and trusts as the Master Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Master Servicer Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 10.1 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:10.3.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirableappropriate. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it the Servicer of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer Depositor and the Trustee may consider necessary or desirable. If the Master Servicer Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an a Servicer Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Servicer. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an a Servicer Event of Default Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 8.06, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. The Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Fund Estate or property securing any Mortgage Note Financed Equipment may at the time be located, or for enforcement or conflict of interest matters, the Master Servicer Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Master Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 10.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.03. Every A co-trustee or separate trustee appointed hereunder is not an agent of the Owner Trustee. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master each Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master each Servicer and the Trustee may consider necessary or desirable. If the Master a Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions provision of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Fund or property securing any Mortgage Note Estate may at the time be located, the Master Servicer Depositor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Issuing Entity, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer Depositor and the Owner Trustee may consider necessary or desirable. If the Master Servicer Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 10.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.03. Every 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer Company and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, of all or any part of the Trust Fund, or separate trustee or separate trustees, trustees of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Fund, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer Company and the Trustee may consider necessary or desirable. If the Master Servicer Company shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions provision of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Fund or property securing any Mortgage Note Estate may at the time be located, the Master Servicer Transferor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees co‑trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Issuer, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer Transferor and the Owner Trustee may consider necessary or desirable. If the Master Servicer Transferor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Owner Trustee alone shall have the power to make such appointment. No co-trustee co‑trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 10.01 and no notice to Certificateholders of the appointment of any co-trustee co‑trustee or separate trustee shall be required under pursuant to Section 8.0810.03. Every Each separate trustee and co-trustee co‑trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. The Trustee shall be ultimately liable for the actions of any co-trustee. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Fund Estate or property securing any Mortgage Note Financed Vehicle may at the time be located, the Master Servicer Majority Certificateholders, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or Persons(in the name of the Trust and not in such Person’s name for the Trust, except to the extent otherwise required by, and in accordance with, Section 2.8), in such capacity and for the benefit of the Certificateholderscapacity, such title to the Owner Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.106.12, such powers, duties, obligations, rights and trusts as the Master Servicer Administrator and the Owner Trustee may consider necessary or desirable. If neither the Master Servicer Administrator nor the Majority Certificateholders shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 6.13 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.08. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:6.10.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master applicable Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master applicable Servicer and the Trustee may consider necessary or desirableappropriate. If the Master any Servicer shall not have joined in such appointment within 15 days after the receipt by it such Servicer of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund Estate or property securing any Mortgage Note Property may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee Trustee or co-trustees Trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate or separate Trustee or separate Trustees of any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersOwners, such title to the Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.14, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an Event of Default any event indicated in Section 8.20(a) shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee Trustee or separate trustee Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 10.08 and no notice to Certificateholders Owner of the appointment of any co-trustee Trustee or separate trustee Trustee shall be required under Section 8.0810.09. Every separate trustee Trustee and co-trustee Trustee shall, to the extent permitted by lawpermitted, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Servicer. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an a Servicer Event of Default Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 8.06, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. The Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the prior written approval of the Servicer. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer or the Servicers and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the applicable Certificateholders, such title to the Trust Fund Fund, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.10, such powers, duties, obligations, rights and trusts as the Master Servicer or the Servicers and the Trustee may consider necessary or desirable. If the Master Servicer or the Servicers shall not have joined in such appointment within 15 fifteen days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of avoidance of conflicts of interests, enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Estate may at the time be locatedlocated or other jurisdictional issues, or for such other purposes as may arise, the Master Servicer Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.5, such powers, duties, obligations, rights and trusts as the Master Servicer Seller and the Owner Trustee may consider necessary or desirable. If the Master Servicer Seller shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 10.1 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.3. Every 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Servicer. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an a Servicer Event of Default Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 8.06, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. The Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder. 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-Trustee or Separate Trustee. Notwithstanding any other provisions provision of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Fund or property securing any Mortgage Note Estate may at the time be located, the Master Servicer Transferor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Issuer, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer Transferor and the Owner Trustee may consider necessary or desirable. If the Master Servicer Transferor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 10.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.03. Every 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund Estate or property securing any Mortgage Note Collateral may at the time be located, and for the Master Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 9.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.089.03. Every The Owner Trustee hereby appoints the Trust Administrator for the purpose of establishing and maintaining the Collection Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.08 and Section 6.02 of the Transfer and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any timeanytime, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Master Servicer. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an a Master Servicer Event of Default Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 8.06, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. The Master Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer Administrator and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee Trustee, meeting the eligibility requirements of clauses (i) through (iii) of Section 10.01, to act as co-trustee or co-trustees trustee, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer Administrator and the Trustee may consider necessary or desirable. If the Master Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to clauses (iv), (v) and (vi) of Section 8.06 10.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.03. Every 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, if any, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 8.6 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.088.8. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and reasonably acceptable to the NIM Insurer to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment appointment, or the NIM Insurer shall not have approved such appointment, within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the AART Owner Trust Fund Estate or property securing any Mortgage Secured Note may at the time be located, the Master Servicer Administrator and the AART Owner Trustee acting jointly shall have the power and shall shall, at the expense of the Administrator, execute and deliver all instruments to appoint one or more Persons approved by the AART Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the AART Owner Trustee, or as separate trustee or separate trustees, of all or any part of the AART Owner Trust FundEstate, and to vest in such Person or Persons(in the name of the Trust and not in such Person’s name for the Trust, except to the extent otherwise required by, and in accordance with, Section 2.8), in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.106.12, such powers, duties, obligations, rights and trusts as the Master Servicer Administrator and the AART Owner Trustee may consider necessary or desirable. If the Master Servicer Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the AART Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 6.13 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.08. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:6.10.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-co- trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 8.6 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.088.8. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of avoiding conflicts of interests or enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Estate may at the time be locatedlocated or other jurisdictional issues, or for such other purposes as may arise, the Master Servicer Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.5, such powers, duties, obligations, rights and trusts as the Master Servicer Seller and the Owner Trustee may consider necessary or desirable. If the Master Servicer Seller shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 10.1 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.3. Every 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and the NIMS Insurer to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Servicer and the NIMS Insurer. If the Master Servicer and the NIMS Insurer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an a Servicer Event of Default Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 8.06, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, and in addition to the appointment of the Delaware Trustee pursuant to Section 1A.03 hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power power, and the Trustee shall, and shall instruct the Depositor to, execute and deliver all instruments to appoint one or more Persons Persons, approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereof, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.088.08 hereof. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Section shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund Estate or property securing any Mortgage Note Property may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and reasonably acceptable to the Certificate Insurer to act as co-trustee Trustee or co-trustees Trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate or separate Trustee or separate Trustees of any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersOwners and the Certificate Insurer, such title to the Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.14, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an Event of Default any event indicated in Section 8.20(a) shall have occurred and be continuing, the Trustee subject to reasonable approval of the Certificate Insurer alone shall have the power to make such appointment. No co-trustee Trustee or separate trustee Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 10.08 and no notice to Certificateholders Owner of the appointment of any co-trustee Trustee or separate trustee Trustee shall be required under Section 8.0810.09. Every separate trustee Trustee and co-trustee Trustee shall, to the extent permitted by lawpermitted, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and reasonably acceptable to the NIM Insurer to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund Estate or property securing any Mortgage Note Property may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and the Certificate Insurer to act as co-trustee Trustee or co-trustees Trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, Estate or separate Trustee or separate Trustees of any part of the Trust Estate and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersOwners, such title to the Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.14, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an Event of Default any event indicated in Sections 8.20(a) or 8.20(b) shall have occurred and be continuing, the Trustee alone shall have the power to make such appointmentappointment (with the written consent of the Certificate Insurer). No co-trustee Trustee or separate trustee Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 10.8 and no notice to Certificateholders Owner of the appointment of any co-trustee Trustee or separate trustee Trustee shall be required under Section 8.0810.8. Every separate trustee Trustee and co-trustee Trustee shall, to the extent permitted by lawpermitted, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the applicable Certificateholders, such title to the Trust Fund Fund, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 fifteen days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer Subservicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer Subservicer and the Trustee may consider necessary or desirable. The Trustee shall be ultimately liable for the actions of any co-trustee. If the Master Servicer Subservicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreementhereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund REMIC I or property securing any Mortgage Note the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundREMIC I, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund REMIC I, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Servicer. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an a Servicer Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Certificateholders Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. The Servicer shall be responsible for the fees of any co-trustee or separate trustee shall be required appointed under this Section 8.08. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:8.10.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions provision of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Estate may at the time be located, the Master Servicer Depositor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Issuing Entity, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer Depositor and the Owner Trustee may consider necessary or desirable. If the Master Servicer Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 10.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.03. Every 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund Estate or property securing any Mortgage Note Collateral may at the time be located, and for the Master Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 9.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.089.03. Every The Owner Trustee hereby appoints the Securities Administrator for the purpose of establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 6.02 of the Transfer and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master applicable Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master applicable Servicer and the Trustee may consider necessary or desirableappropriate. If the Master either Servicer shall not have joined in such appointment within 15 days after the receipt by it such Servicer of a request to do so, so or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Servicer. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an a Servicer Event of Default Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 8.06, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and reasonably acceptable to the NIM Insurer to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Personsthem, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights rights, and trusts as the Master Servicer and the Trustee may consider necessary or desirableappropriate. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Servicer. If the Master Servicer shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do sodo, or or, in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.08. The Seller shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master applicable Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master applicable Servicer and the Trustee may consider necessary or desirableappropriate. If the Master a Servicer shall not have joined in such appointment within 15 days after the receipt by it such Servicer of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Fund Estate or property securing any Mortgage Note Financed Vehicle may at the time be located, the Master Servicer Administrator and the Owner Trustee acting jointly shall shall, at the expense of the Servicer, have the power and shall shall, at the expense of the Servicer, execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or Persons(in the name of the Trust and not in such Person's name for the Trust, except to the extent otherwise required by, and in accordance with, Section 2.8), in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.106.12, such powers, duties, obligations, rights and trusts as the Master Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Master Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 6.13 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.08. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:6.10.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Transferor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments necessary to appoint one or more Persons approved by the Trustee Credit Enhancer to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.10, such powers, duties, obligations, rights and trusts as the Master Servicer Transferor and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Master Servicer. If the Master Servicer Transferor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an Event of Default Servicing Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.08. The Master Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Fund Estate or property securing any Mortgage Note Financed Vehicle may at the time be located, the Master Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Security Insurer to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case Owner Trustee subject, unless an Event of Insurer Default shall have occurred and be continuing, to the Trustee alone approval of the Security Insurer (which approval shall not be unreasonably withheld) shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 9.1 and no notice to Certificateholders of the appointment of any co-co- trustee or separate trustee shall be required under pursuant to Section 8.089.3. Every 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Fund, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer Depositor and the Trustee may consider necessary or and desirable. If the Master Servicer Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an a Servicing Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to the Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. Every separate trustee and co-trustee shall, to the extent permitted by lawlaw and by the instrument appointing such separate trustee or co-trustee, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Personsthem, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirableappropriate. If the Master Servicer shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.11, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.09. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and the NIMS Insurer to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer Servicer, the NIMS Insurer and the Trustee may consider necessary or desirable. If the Master Servicer or the NIMS Insurer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an where a Master Servicer Event of Default Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of avoiding conflicts of interests or enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Estate may at the time be locatedlocated or other jurisdictional issues, or for such other purposes as may arise, the Master Servicer Depositor and the Owner Trustee or the Delaware Trustee, as applicable, acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustee, jointly with the such Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.5, such powers, duties, obligations, rights and trusts as the Master Servicer Depositor and the applicable Trustee may consider necessary or desirable. If the Master Servicer Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the applicable Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 10.1 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.3. Every 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund Estate or property securing any Mortgage Note Collateral may at the time be located, and for the Master Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 9.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.089.03. Every The Owner Trustee hereby appoints the Administrator for the purpose of establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 4.1 of the Transfer and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementIndenture, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Trust Fund trust created by this Indenture or property securing any Mortgage Note the Securitized Utility Tariff Bond Collateral may at the time be located, the Master Servicer and the Indenture Trustee acting jointly shall have the power and shall may execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as a co-trustee or co-trustees jointly with the Trusteetrustees, or separate trustee or separate trustees, of all or any part of the Trust Fundtrust created by this Indenture or the Securitized Utility Tariff Bond Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersSecured Parties, such title to the Trust Fund Securitized Utility Tariff Bond Collateral, or any part thereof, whichever is applicablehereof, and, subject to the other provisions of this Section 8.106.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Indenture Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 6.11 and no notice to Certificateholders Holders of the appointment of any co-trustee or separate trustee shall be required under Section 8.086.08. Every separate trustee and co-trustee shall, Notice of any such appointment shall be promptly given to each Rating Agency by the extent permitted by law, be appointed and act subject to the following provisions and conditions:Indenture Trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirableappropriate. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it the Servicer of a request to do so, so or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Master Servicer. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an a Servicer Event of Default Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 8.06, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and reasonably acceptable to the NIM Insurer to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Personsthem, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirableappropriate. If the Master Servicer shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementBase Indenture, any Series Supplement or any other Related Document, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Collateral may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power upon notice to the Control Party, the Co-Issuers and shall each Class A-1 Administrative Agent and may execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as a co-trustee or co-trustees jointly with the Trusteetrustees, or separate trustee or separate trustees, of all or any part of the Trust FundCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersNoteholders and the other Secured Parties, such title to the Trust Fund Collateral, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.9, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No Any co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no 10.8 or shall be otherwise acceptable to the Servicer. No notice to Certificateholders Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.0810.6. Every separate trustee and No co-trustee shall, to the extent permitted by law, shall be appointed without the consent of the Servicer and act subject the Co-Issuers unless such appointment is required as a matter of state law or to enable the following provisions and conditions:Trustee to perform its functions hereunder.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Financed Vehicle may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustee, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.13, such powers, duties, obligations, rights rights, and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a written request so to do sodo, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 9.9 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.089.11. Every Each and 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power power, and the Trustee shall, and shall instruct the Depositor to, at the expense of the Trust Fund, execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer Depositor and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 hereof, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.088.08 hereof. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund Estate or property securing any Mortgage Note Property may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee co Trustee or co-trustees co Trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate or separate Trustee or separate Trustees of any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersOwners, such title to the Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.14, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an Event of Default any event indicated in Section 8.20(a) shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee co Trustee or separate trustee Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 10.08 and no notice to Certificateholders Owner of the appointment of any co-trustee co Trustee or separate trustee Trustee shall be required under Section 8.0810.09. Every separate trustee Trustee and co-trustee co Trustee shall, to the extent permitted by lawpermitted, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an where a Master Servicer Event of Default Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.108.11, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirableappropriate. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 8.07 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.088.09. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Financed Vehicle may at the time be located, the Master Servicer and the Trustee with the consent of the Certificate Insurer acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustee, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.12, such powers, duties, obligations, rights rights, and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under Trustee pursuant to Section 8.06 10.8 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.10. Every 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.12, such powers, duties, obligations, rights and trusts as the Master Servicer Depositor and the Trustee may consider necessary or desirable. If the Master Servicer Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.07 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.10. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementBase Indenture, any Series Supplement or any other Related Document, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Securitized Assets may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power upon notice to the Control Party, the Master Issuer and shall each Class A-1 Administrative Agent and may execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as a co-trustee or co-trustees jointly with the Trusteetrustees, or separate trustee or separate trustees, of all or any part of the Trust FundSecuritized Assets, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersNoteholders and the other Secured Parties, such title to the Trust Fund Collateral (or other rights in and to the Securitized Assets), or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.9, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No Any co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no 10.8 or shall be otherwise acceptable to the Servicer. No notice to Certificateholders Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.0810.6. Every separate trustee and No co-trustee shall, to the extent permitted by law, shall be appointed without the consent of the Servicer and act subject the Master Issuer unless such appointment is required as a matter of state law or to enable the following provisions and conditions:Trustee to perform its functions hereunder.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, Certificateholders such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Servicer. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or or, in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.08. The Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder. 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-Trustee or Separate Trustee. Notwithstanding any other provisions provision of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Fund or property securing any Mortgage Note Estate may at the time be located, the Master Servicer Transferor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer Transferor and the Owner Trustee may consider necessary or desirable. If the Master Servicer Transferor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 10.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.03. Every 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.12, such powers, duties, obligations, rights and trusts as the Master Servicer Depositor and the Trustee may consider necessary or desirable. If the Master Servicer Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.07 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.10. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and the NIMS Insurer to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Master Servicer and the NIMS Insurer. If the Master Servicer and the NIMS Insurer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an a Servicer Event of Default Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 8.06, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementIndenture, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer Trustee with the consent of the Security Insurer (so long as an Insurer Default shall not have occurred and the Trustee acting jointly be continuing) shall have the power and shall may execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as a co-trustee or co-trustees jointly with the Trusteetrustees, or a separate trustee or separate trustees, of all or any part of the Trust FundTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersNoteholders, such title to the Trust Fund Trust, or any part thereof, whichever is applicablehereof, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 6.11 and no notice to Certificateholders Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.086.8 hereof. Every separate trustee and The appointment of any co-trustee shall, to or separate trustee shall not relieve the extent permitted by law, be appointed and act subject to the following provisions and conditions:Trustee of any of its obligations hereunder.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power power, and the Trustee shall, and shall instruct the Depositor to, at the expense of the Trust Fund, execute and deliver all instruments to appoint one or more Persons Persons, approved by the Trustee and any NIMS Insurer to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Fund, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 hereof, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.088.08 hereof. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master each Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master each Servicer and the Trustee may consider necessary or desirableappropriate. If the Master a Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and reasonably acceptable to the NIM Insurer to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirableappropriate. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, so or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note Mortgaged Property may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power power, and the Trustee shall, and shall instruct the Depositor to, execute and deliver all instruments to appoint one or more Persons Persons, approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, at the expense of the Trust Fund, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund Fund, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Trustee under Section 8.06 hereof, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.088.08 hereof. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Fund Estate or property securing any Mortgage Note Financed Vehicle may at the time be located, the Master Servicer Administrator and the Owner Trustee acting jointly shall shall, at the expense of the Servicer, have the power and shall shall, at the expense of the Servicer, execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.106.12, such powers, duties, obligations, rights and trusts as the Master Servicer Administrator and the Owner Trustee may consider necessary or desirable. If the Master Servicer Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 6.13 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.08. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:6.10.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer Servicers and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the applicable Certificateholders, such title to the Trust Fund Fund, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.10, such powers, duties, obligations, rights and trusts as the Master Servicer Servicers and the Trustee may consider necessary or desirable. If the Master Servicer Servicers shall not have joined in such appointment within 15 fifteen days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.08. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreementhereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the any Trust Fund or property securing any Mortgage Note the same may at the time be located, the Master Servicer Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the any Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholderscapacity, such title to the related Trust Fund Fund, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.105.10, such powers, duties, obligations, rights and trusts as the Master Servicer Depositor and the Trustee may consider necessary or desirable. If the Master Servicer Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 5.06 hereunder and no notice to Certificateholders Holders of Certificates of the appointment of any co-trustee trustee(s) or separate trustee trustee(s) shall be required under Section 8.085.08 hereof. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer or the Countrywide Servicer, as applicable, and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer or the Countrywide Servicer, as applicable, and the Trustee may consider necessary or desirableappropriate. If the Master Servicer or the Countrywide Servicer, as applicable, shall not have joined in such appointment within 15 days after the receipt by it the Servicer or the Countrywide Servicer, as applicable, of a request to do so, so or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. 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-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementBase Indenture or any Series Supplement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Receivables Trust Fund or property securing any Mortgage Note Estate may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall may execute and deliver all instruments to appoint one or more Persons approved by the Trustee persons to act as a co-trustee or co-trustees jointly with the Trusteetrustees, or separate trustee or separate trustees, of all or any part of the Receivables Trust FundEstate, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersSecured Parties, such title to the Receivables Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10, 11.10 such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 11.9 and no notice to Certificateholders Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.0811.7. Every separate trustee and No co-trustee shall, to the extent permitted by law, shall be appointed without the consent of the Issuer unless such appointment is required as a matter of Law or to enable the Trustee to perform its functions hereunder (including, without limitation, for jurisdictional issues, enforcement actions and act subject to where an actual or potential conflict of interests exists). The appointment of any co-trustee or separate trustee shall not relieve the following provisions and conditions:Trustee of any of its obligations hereunder.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund Estate or property securing any Mortgage Note Property may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as coCo-trustee Trustee or coCo-trustees Trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate or separate Trustee or separate Trustees of any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the CertificateholdersOwners, such title to the Trust Fund Estate, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.1010.14, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do sodo, or in the case an Event of Default any event indicated in Section 8.20(a) shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No coCo-trustee Trustee or separate trustee Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 10.08 and no notice to Certificateholders Owner of the appointment of any coCo-trustee Trustee or separate trustee Trustee shall be required under Section 8.0810.09. Every separate trustee Trustee and coCo-trustee Trustee shall, to the extent permitted by lawpermitted, be appointed and act subject to the following provisions and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund Estate or property securing any Mortgage Note Collateral may at the time be located, and for the Master Servicer purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 9.01 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.089.03. Every The Owner Trustee hereby appoints the Trust Administrator for the purpose of establishing and maintaining the Collection Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.08 and Section 6.02 of the Sale and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions:

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be located, the Master Servicer Servicers and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Fund or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.109.11, such powers, duties, obligations, rights and trusts as the Master Servicer Servicers and the Trustee may consider necessary or desirable. If the either Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.089.09. 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-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Fund Estate or property securing any Mortgage Note Financed Vehicle may at the time be located, the Master Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and any Series Support Provider to act as co-trustee or co-trustees trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust FundEstate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Fund Trust, or any part thereof, whichever is applicable, and, subject to the other provisions of this Section 8.10Section, such powers, duties, obligations, rights and trusts as the Master Servicer and the Owner Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do so, or in the case an Event of Default shall have occurred and be continuingdo, the Trustee alone Owner Trustee, subject to the approval of the Certificate Majority (which approval shall not be unreasonably withheld), shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 8.06 10.1 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 8.0810.3. Every Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: