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 or any Financed Equipment may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee to act as co-trustee(s), jointly with the Trustee, or separate trustee(s), of all or any part of the Trust Estate, and to vest in such Person(s), in such capacity and for the benefit of the Certificateholders, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions provision of this AgreementIndenture, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust or any Financed Equipment Estate may at the time be located, the Administrator Indenture Trustee and the Trustee Administrator, acting jointly jointly, shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the CertificateholdersNoteholders, such title to the Owner Trust Estate, Estate or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Indenture Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the its receipt by it of a request so to dodo so, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.3. Each 6.08. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Indenture Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator Indenture Trustee and the Trustee acting jointly Administrator may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this AgreementIndenture, specifically including every provision of this Agreement Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Holding Trust Estate or any Financed Equipment Vehicle may at the time be located, the Administrator Servicer and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Holding Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateHolding Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.39.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Holding Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator Servicer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorServicer. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Trust or any Financed Equipment a PC Pool may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust Estate, such PC Pool and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Holders, such title to the Trust Estatesuch PC Pool, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 6.09 and no notice to the related Holders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 6.06 hereof. (b) With respect to Section 10.3. Each each PC Pool, every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate related PC Pool or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Trustee. (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Estate or any Financed Equipment Vehicle may at the time be located, the Administrator Servicer and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.39.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator Servicer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorServicer. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Estate or any Financed Equipment Vehicle may at the time be located, the Administrator Servicer and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.39.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator Servicer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts trust conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorServicer. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Estate or any Financed Equipment of the Dealers may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Assets may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may and, at the request of the Trust Depositor, shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateAssets, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateAssets, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.01. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorOwner Trustee. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Estate or any Financed Equipment Vehicle may at the time be located, the Administrator Servicer and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.39.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator Servicer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts trust conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorServicer. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedtrustee.

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 or any Financed Equipment Vehicle may at the time be located, the Administrator Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)trustee, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 15.12, such powers, duties, obligations, rights rights, and trusts as the Administrator Servicer and the Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, 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 under this Agreement shall be required to meet the terms of eligibility as a successor trustee Trustee pursuant to Section 10.1 15.08 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.315.10. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all All rights, powers, duties duties, and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performedperformed (whether as Trustee under this Agreement or as successor to the Servicer under this Agreement), the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator The Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request request, or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle XV. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorServicer. Any separate trustee or co-trustee may at any time appoint the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign resign, or be removed, all of its estates, properties, rights, remedies remedies, and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 of any jurisdiction in which any part of the Owner Trust Estate or any Financed Equipment Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Owner Trust Estate, or any part thereof, and, subject to the other provisions of this SectionSection 10.5, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. . (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Article X. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions provision 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 or any Financed Equipment Estate may at the time be located, the Administrator Trustee and the Trustee Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s)trustee or co-trustees, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the CertificateholdersNoteholders, such title to the Trust Estate, or any part thereofhereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Trustee and the Trustee Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to Trustee under Section 10.1 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.3. Each 6.08. (b) Every separate trustee and co-trustee shall, to the extent permitted by applicable law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator Trustee and the Trustee acting jointly Administrator may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this AgreementIndenture, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation Notwithstanding anything to determine whether a the contrary in this Indenture, the appointment of any separate trustee or co-trustee or separate trustee is legally required in any jurisdiction in which any part shall not relieve the Trustee of the Trust Estate may be locatedits obligations and duties under this Indenture.

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 or any Financed Equipment Estate may at the time be located, the Administrator Sponsor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) approved by Persons at the direction of the Sponsor and Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Estate, or any part thereof, thereof and, subject to the other provisions of this SectionSection 10.05, such powers, duties, obligations, rights and trusts as the Administrator Sponsor and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee Owner Trustee pursuant to Section 10.1 10.01, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee trustees jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-co- trustee, but solely at with the direction consent of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-co- trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Article X. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorOwner Trustee. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedtrustee.

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 Trust or any Financed Equipment a PC Pool may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as co-trustee(s), jointly with the Trusteea co‑trustee or co‑trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust Estate, such PC Pool and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Holders, such title to the Trust Estatesuch PC Pool, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee co‑trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 6.09 and no notice to the related Holders of the appointment of any co-trustee co‑trustee or separate trustee shall be required pursuant under Section 6.06 hereof. (b) With respect to Section 10.3. Each each PC Pool, every 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: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee co‑trustee jointly (it being understood that such separate trustee or co-trustee co‑trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate related PC Pool or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trusteeco‑trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. co‑trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trusteesco‑trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee co‑trustee shall refer to this Agreement and the conditions of this ArticleArticle VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Trustee. (d) Any separate trustee or co-trustee co‑trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact attorney‑in‑fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee co‑trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Trust Estate or any Financed Equipment of the Dealers may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateIssuer, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by lawApplicable Law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by lawApplicable Law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Estate may at the time be located, the Administrator Sponsor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) approved by Persons at the direction of the Sponsor and Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Estate, or any part thereof, thereof and, subject to the other provisions of this SectionSection 10.05, such powers, duties, obligations, rights and trusts as the Administrator Sponsor and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee Owner Trustee pursuant to Section 10.1 10.01, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee trustees jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at with the direction consent of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorOwner Trustee. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedtrustee.

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 requirement of any jurisdiction in which any part of the Trust or any Financed Equipment Fund may at the time be located, the Administrator and Trustee shall, at the Trustee acting jointly shall expense of the Trust Fund, have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateFund, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust EstateFund, or any part thereofhereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 8.11 hereof and notice to, and no notice consent of the Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3required. Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (iib) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iiic) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorTrustee. Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 of any jurisdiction in which any part of the Owner Trust or any Financed Equipment Estate may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint at the expense of the Depositor one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateOwner Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 9.1, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.39.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The . (b) If, at any time, the Owner Trustee shall have no obligation to determine whether longer satisfy the requirements of Section 3807(a) of the Statutory Trust Act, the Owner Trustee and the Administrator acting jointly shall appoint a co-trustee or separate trustee is legally required in any jurisdiction in which any part that meets the requirements of Section 3807(a) of the Statutory Trust Estate may be locatedAct. Upon acceptance of such appointment, the Owner Trustee and the co-trustee appointed pursuant to this Section 9.5(b) shall promptly file an amendment to the Certificate of Trust as required by the Statutory Trust Act.

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 Estate or any Financed Equipment Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this AgreementAgreement (unless such other trustee acts or fails to act at the direction of such first trustee); and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Estate or any Financed Equipment may at the time be located, the Administrator Seller and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Seller and the Owner Trustee may consider necessary or desirable. If the Administrator Seller shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Seller, the Owner and the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 a Trust or any Financed Equipment Fund may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the such Trust Estate, Fund and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Holders, such title to the such Trust EstateFund, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 8.09 and no notice to the related Holders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 8.06 hereof. (b) With respect to Section 10.3. Each each Trust Fund, every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the related Trust Estate Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-co- trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Trustee. (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-attorney- in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Estate or any Financed Equipment Vehicle may at the time be located, the Administrator Servicer and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee and the Controlling Party to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateIssuer, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Owner Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint Seller, the Trustee as its agent or attorney-in-fact with full power Servicer and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedControlling Party.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this the Series Trust Agreement, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Trust or any Financed Equipment Assets may at the time be located, the Administrator Depositor and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)trustee, jointly with the Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Trust EstateAssets, and to vest in such Person(s), Person in such capacity and for the benefit of the Certificateholders, such title to the Trust EstateAssets, or any part thereof, and, subject to the other provisions of this SectionSection 7.13, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this the Series Trust Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 7.14 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 7.11. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powerspower, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no separate trustee or co-trustee under this the Series Trust Agreement shall be personally liable by reason of any act or omission of any other trustee under this the Series Trust Agreement; and (iii) the Administrator Depositor and the Trustee acting jointly may at any time accept the resignation of of, or remove may remove, any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this the Series Trust Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this the Series Trust Agreement, specifically including every provision of this the Series Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Depositor. (d) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this the Series Trust Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Trust or any Financed Equipment a PC Pool may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust Estate, such PC Pool and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Holders, such title to the Trust Estatesuch PC Pool, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 6.09 and no notice to the related Holders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 6.06 hereof. (b) With respect to Section 10.3. Each each PC Pool, every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate related PC Pool or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; andand 21 (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Trustee. (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Assets may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may and, at the request of the Depositor, shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateAssets, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateAssets, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.01. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorOwner Trustee. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Trust or any Financed Equipment a PC Pool may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust Estate, such PC Pool and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Holders, such title to the Trust Estatesuch PC Pool, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 6.09 and no notice to the related Holders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 6.06 hereof. (b) With respect to Section 10.3. Each each PC Pool, every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate related PC Pool or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 of any jurisdiction in which any part of the Trust or any Financed Equipment may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of or all or any part of the Trust EstateTrust, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Estatetrust, or any part thereof, and, subject to the other provisions of this SectionSection 11.10, such powers, duties, obligations, ------------- rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-co- trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 11.6 and no notice to ------------ Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.311.8 hereof. Each ------------ (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law laws of any jurisdiction in which any particular act(s) act or acts are to be performedperformed (whether as Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle XI. Each separate trustee and co-trustee, upon its acceptance ---------- of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Servicer. (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 a Trust or any Financed Equipment Fund may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the such Trust Estate, Fund and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Holders, such title to the such Trust EstateFund, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 8.09 and no notice to the related Holders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 8.06 hereof. (b) With respect to Section 10.3. Each each Trust Fund, every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the related Trust Estate Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-co- trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-co- trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Trustee. (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-attorney- in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 a Trust or any Financed Equipment Fund may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the such Trust Estate, Fund and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Holders, such title to the such Trust EstateFund, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 8.09 and no notice to the related Holders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 8.06 hereof. (b) With respect to Section 10.3. Each each Trust Fund, every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the related Trust Estate Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Trustee. (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions provision 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 or any Financed Equipment Estate may at the time be located, the Administrator Trustee and the Trustee Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s)trustee or co-trustees, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the CertificateholdersNoteholders, such title to the Trust Estate, or any part thereofhereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Trustee and the Trustee Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to Trustee under Section 10.1 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.3. Each 6.08. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is shall not be authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator Trustee and the Trustee acting jointly Administrator may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this AgreementIndenture, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation Notwithstanding anything to determine whether a the contrary in this Indenture, the appointment of any separate trustee or co-trustee or separate trustee is legally required in any jurisdiction in which any part shall not relieve the Trustee of the Trust Estate may be locatedits obligations and duties under this Indenture.

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 or any Financed Equipment Vehicle may at the time be located, the Administrator Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)trustee, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Estate, or any part thereof, thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in any such appointment within 15 days after the receipt by it of a request so to dodo so, the Trustee alone shall have the power to make such appointment. No co-co- trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee Trustee pursuant to Section 10.1 10.06 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.08. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all All rights, powers, duties and obligations conferred or imposed upon the Trustee any such separate trustee or co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (iib) no No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator The Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee; (d) The execution, delivery and performance by the Trustee of this Agreement (i) shall not violate any provision of any law governing the banking and trust powers of the Trustee or, to the best of the Trustee's knowledge, any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or bylaws of the Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the Trust pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to materially and adversely affect the Trustee's performance or ability to perform its duties under this Agreement or the transactions contemplated in this Agreement. (e) The execution, delivery and performance by the Trustee of this Agreement shall not require the authorization, consent, approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-co- trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorServicer. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedtrustee.

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 Estate or any Financed Equipment Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 6.13 and no notice of the appointment of any co-co- trustee or separate trustee shall be required pursuant to Section 10.3. 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this AgreementAgreement (unless such other trustee acts or fails to act at the direction of such first trustee); and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-co- trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-co- trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 of any jurisdiction in which any part of the Owner Trust Estate or any Financed Equipment Mortgaged Property may at the time be located, and for the Administrator purpose of performing certain duties and obligations of the Owner Trustee with respect to the Issuing Entity and the Certificates, the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee and acceptable to the Note Insurer to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateIssuing Entity, or any part thereof, and, subject to the other provisions of this SectionSection 11.05, such powers, duties, obligations, rights and trusts as the Administrator Note Insurer and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 11.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 11.03. (b) 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: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate Issuing Entity or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee trustee, other than this Agreement, shall refer to this Agreement and to the conditions of this ArticleArticle XI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferredappointment, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Owner Trustee. (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 of any jurisdiction in which any part of the Owner Trust Estate or any Financed Equipment Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)co- trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Owner Trust Estate, or any part thereof, and, subject to the other provisions of this SectionSection 10.5, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-co- trustee or separate trustee shall be required pursuant to Section 10.3. . (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Article X. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Trust or any Financed Equipment Assets may at the time be located, the Administrator Depositor and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee and the Depositor to act as co-trustee(s)trustee, jointly with the Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Trust EstateAssets, and to vest in such Person(s), Person in such capacity and for the benefit of the Certificateholders, such title to the Trust EstateAssets, or any part thereof, and, subject to the other provisions of this SectionSection 7.13, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 7.14 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 7.11. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powerspower, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no separate trustee or co-trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator Depositor and the Trustee acting jointly may at any time accept the resignation of of, or remove may remove, any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Depositor. (d) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Estate may at the time be located, the Administrator Transferor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by each of the Transferor and the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Transferor and the Owner Trustee may consider necessary or desirable. If the Administrator Transferor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.39.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.such

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 or any Financed Equipment may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee to act as co-trustee(s), jointly with the Trustee, or separate trustee(s), of all or any part of the Trust Estate, and to vest in such Person(s), in such capacity and for the benefit of the Certificateholders, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.such

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Master Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Financed Equipment may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or a separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Estatetrust, or any part thereof, and, subject to the other provisions of this SectionSECTION 8.8, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 under SECTION 8.4 above and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. Each under SECTION 8.6 above. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law laws of any jurisdiction in which any particular act(s) act or acts are to be performedperformed (whether as Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Master Trust Agreement and the conditions of this ArticleARTICLE VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Master Trust Agreement, specifically including every provision of this Master Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Servicer. (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Master Trust Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Estate may at the time be located, the Administrator Depositor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateIssuing Entity, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts 26 (NALT 2015-B Amended and Restated Trust Agreement) as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator Depositor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorAdministrative Agent, the Servicer and the Depositor. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co27 (NALT 2015-trustee or separate trustee is legally required in any jurisdiction in which any part of the B Amended and Restated Trust Estate may be located.Agreement)

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 Estate or any Financed Equipment may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 SECTION 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3SECTION 10.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Estate or any Financed Equipment Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Owner Trust Estate, or any part thereof, and, subject to the other provisions of this SectionSection 10.5, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Article X. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Asset may at the time be located, the Administrator Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)trustee, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Estate, or any part thereof, thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights rights, and trusts as the Administrator Servicer and the Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee Trustee pursuant to Section 10.1 10.06 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.08. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all All rights, powers, duties and obligations conferred or imposed upon the Trustee any such separate trustee or co- trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator The Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorServicer. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedtrustee.

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 or any Financed Equipment Estate may at the time be located, the Administrator Depositor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateIssuing Entity, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts 27 (NALT 2016-A Amended and Restated Trust Agreement) as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator Depositor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorAdministrative Agent, the Servicer and the Depositor. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co28 (NALT 2016-trustee or separate trustee is legally required in any jurisdiction in which any part of the A Amended and Restated Trust Estate may be located.Agreement)

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 or any Financed Equipment Asset may at the time be located, the Administrator Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)trustee, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Estate, or any part thereof, thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights rights, and trusts as the Administrator Servicer and the Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee Trustee pursuant to Section 10.1 10.06 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.08. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all All rights, powers, duties and obligations conferred or imposed upon the Trustee any such separate trustee or co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator The Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorServicer. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedtrustee.

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 Estate or any Financed Equipment Asset may at the time be located, the Administrator Depositor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Depositor and Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Estate, or any part thereof, thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee Owner Trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator The Depositor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorOwner Trustee. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedtrustee.

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 or any Financed Equipment Estate may at the time be located, the Administrator Depositor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateIssuing Entity, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts 26 (NALT 2014-B Amended and Restated Trust Agreement) as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator Depositor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorAdministrative Agent, the Servicer and the Depositor. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co27 (NALT 2014-trustee or separate trustee is legally required in any jurisdiction in which any part of the B Amended and Restated Trust Estate may be located.Agreement)

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 of any jurisdiction in which any part of the Trust Property or any Financed Equipment Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateProperty, or any part thereof, and, subject to the other provisions of this SectionSection 9.5, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 9.3. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle IX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 a Trust or any Financed Equipment Fund may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the such Trust Estate, Fund and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Holders, such title to the such Trust EstateFund, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 8.09 and no notice to the related Holders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 8.06 hereof. (b) With respect to Section 10.3. Each each Trust Fund, every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the related Trust Estate Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Estate or any Financed Equipment 201[__]-[__] Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Administrator and Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Estate, Issuer or any part thereof, thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee Owner Trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-co trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedtrustee.

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 Estate or any Financed Equipment may at the time be located, the Administrator Seller and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Seller and the Owner Trustee may consider necessary or desirable. If the Administrator Seller shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 SECTION 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3SECTION 10.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Seller and the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 a Trust or any Financed Equipment Fund may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the such Trust Estate, Fund and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Holders, such title to the such Trust EstateFund, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 8.09 and no notice to the related Holders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 8.06 hereof. (b) With respect to Section 10.3. Each each Trust Fund, every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-co- trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the related Trust Estate Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-co- trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Mortgaged Property may at the time be located, the Administrator Depositor and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee them to act as co-trustee(s)trustee or co-trustees, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator 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 Certificate Insurer, whose consent shall not be unreasonably withheld]. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Servicer Termination Events shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to Trustee under Section 10.1 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.39.08. Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performedperformed (whether as Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (iib) no trustee under this Agreement hereunder shall be held personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iiic) the Administrator Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, except that following the occurrence of a Servicer Termination Event which has not been cured, the Trustee acting alone may accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then then-separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle IX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.the

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 or any Financed Equipment Estate may at the time be located, the Administrator 28 (NALT 2020-B Amended and Restated Trust Agreement) Depositor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateIssuing Entity, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator Depositor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorAdministrative Agent, the Servicer and the Depositor. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co29 (NALT 2020-trustee or separate trustee is legally required in any jurisdiction in which any part of the B Amended and Restated Trust Estate may be located.Agreement)

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 or any Financed Equipment Vehicle may at the time be located, the Administrator Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)trustee, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Estate, or any part thereof, thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in any such appointment within 15 days after the receipt by it of a request so to dodo so, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee Trustee pursuant to Section 10.1 10.06 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.08. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all All rights, powers, duties and obligations conferred or imposed upon the Trustee any such separate trustee or co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (iib) no No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator The Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee; (d) The execution, delivery and performance by the Trustee of this Agreement (i) shall not violate any provision of any law governing the banking and trust powers of the Trustee or, to the best of the Trustee's knowledge, any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or bylaws of the Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the Trust pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to materially and adversely affect the Trustee's performance or ability to perform its duties under this Agreement or the transactions contemplated in this Agreement. (e) The execution, delivery and performance by the Trustee of this Agreement shall not require the authorization, consent, approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorServicer. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedtrustee.

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 or any Financed Equipment may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee to act as co-trustee(s), jointly with the Trustee, or separate trustee(s), of all or any part of the Trust Estate, and to vest in such Person(s), in such capacity and for the benefit of the Certificateholders, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Estate may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this AgreementAgreement (unless such other trustee acts or fails to act at the direction of such first trustee); and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts trust conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Estate may at the time be located, the Administrator Depositor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateIssuing Entity, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts 26 (NALT 2014-A Amended and Restated Trust Agreement) as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator Depositor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorAdministrative Agent, the Servicer and the Depositor. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co27 (NALT 2014-trustee or separate trustee is legally required in any jurisdiction in which any part of the A Amended and Restated Trust Estate may be located.Agreement)

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 or any Financed Equipment Estate may at the time be located, the Administrator Depositor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateIssuing Entity, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts 26 (NALT 2015-A Amended and Restated Trust Agreement) as the Administrator Depositor and the Owner Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator Depositor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, to the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorAdministrative Agent, the Servicer and the Depositor. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co27 (NALT 2015-trustee or separate trustee is legally required in any jurisdiction in which any part of the A Amended and Restated Trust Estate may be located.Agreement)

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 or any Financed Equipment Vehicle may at the time be located, the Administrator Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)trustee, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Estate, or any part thereof, thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights rights, and trusts as the Administrator Servicer and the Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee Trustee pursuant to Section 10.1 10.06 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.08. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all All rights, powers, duties and obligations conferred or imposed upon the Trustee any such separate trustee or co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator The Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorServicer. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedtrustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions provision 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 or any Financed Equipment Estate may at the time be located, the Administrator Trustee and the Trustee Administrator acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s)trustee or co-trustees, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the CertificateholdersNoteholders and the Insurer, such title to the Trust Estate, or any part thereofhereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Trustee and the Trustee Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to Trustee under Section 10.1 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.3. Each 6.08. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator Trustee and the Trustee acting jointly Administrator may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this AgreementIndenture, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation Notwithstanding anything to determine whether a the contrary in this Indenture, the appointment of any separate trustee or co-trustee or separate trustee is legally required in any jurisdiction in which any part shall not relieve the Trustee of the Trust Estate may be locatedits obligations and duties under this Indenture.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust or any Financed Equipment Estate may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Estate, or any part thereof, thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Trust Agreement shall be required to meet the terms of eligibility as a successor trustee Owner Trustee pursuant to Section 10.1 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.39.03. [NY01:241702.4] 16069-00382 12/19/96 10:59pm 30 Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no No trustee under this Trust Agreement shall be personally liable by reason of any act or omission of any other trustee under this Trust Agreement; and (iiic) the Administrator and the The Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Trust Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Trust Agreement, specifically including every provision of this Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorOwner Trustee. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Trust Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.trustee. [NY01:241702.4] 16069-00382 12/19/96 10:59pm 31

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Trust Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust or any Financed Equipment Estate may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Estate, or any part thereof, thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Trust Agreement shall be required to meet the terms of eligibility as a successor trustee Owner Trustee pursuant to Section 10.1 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.39.03. [NY01:244536.6] 16069-00376 01/29/97 10:52pm 31 Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no No trustee under this Trust Agreement shall be personally liable by reason of any act or omission of any other trustee under this Trust Agreement; and (iiic) the Administrator and the The Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Trust Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Trust Agreement, specifically including every provision of this Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorOwner Trustee. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Trust Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.trustee. [NY01:244536.6] 16069-00376 01/29/97 10:52pm 32

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 Trust or any Financed Equipment a PC Pool may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as co-trustee(s), jointly with the Trusteea co‑trustee or co‑trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust Estate, such PC Pool and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Holders, such title to the Trust Estatesuch PC Pool, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee co‑trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 6.09 and no notice to the related Holders of the appointment of any co-trustee co‑trustee or separate trustee shall be required pursuant under Section 6.06 hereof. (b) With respect to Section 10.3. Each each PC Pool, every 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: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee co‑trustee jointly (it being understood that such separate trustee or co-trustee co‑trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate related PC Pool or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Trustee. (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Estate or any Financed Equipment Property may at the time be located, the Administrator Master Servicer and the Trustee acting jointly and with the consent of the Certificate Insurer shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)Trustee or co-Trustees, jointly with the Trustee, or separate trustee(s), of all or any part of the Trust Estate or separate Trustee or separate Trustees of any part of the Trust Estate, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the CertificateholdersOwners and the Certificate Insurer, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this SectionSection 9.14, such powers, duties, obligations, rights and trusts as the Administrator Master Servicer and the Trustee may consider necessary or desirable. If the Administrator Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case any event indicated in Section 9.2 of this Agreement shall have occurred and be continuing, the Trustee alone (with the consent of the Certificate Insurer) shall have the power to make such appointment. No co-trustee Trustee or separate trustee under this Agreement Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to Trustee under Section 10.1 9.8 and no notice to Owners of the appointment of any co-trustee Trustee or separate trustee Trustee shall be required pursuant to under Section 10.39.9. Each 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: (i) all All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee Trustee or co-trustee Trustee jointly (it being understood that such separate trustee Trustee or co-trustee Trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performedperformed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust 110 Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Trustee or co-trusteeTrustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement No co-Trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee under this Agreementco- Trustee hereunder; and (iii) the Administrator The Master Servicer and the Trustee acting jointly with the consent of the Certificate Insurer may at any time accept the resignation of or remove any separate trustee Trustee or co-trusteeTrustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees Trustees and co-trusteesTrustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Trustee or co-trustee Trustee shall refer to this Agreement and the conditions of this ArticleSection 9.14. Each separate trustee Trustee and co-trusteeTrustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorMaster Servicer. Any separate trustee Trustee or co-trustee may Trustee may, at any time appoint time, constitute the Trustee as Trustee, its agent or attorney-in-fact fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee Trustee or co-trustee Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedTrustee.

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 Estate or any Financed Equipment of the Dealers may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.Owner

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 or any Financed Equipment Asset may at the time be located, the Administrator Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)trustee, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust Estate, or any part thereof, thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights rights, and trusts as the Administrator Servicer and the Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee Trustee pursuant to Section 10.1 10.06 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.08. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all All rights, powers, duties and obligations conferred or imposed upon the Trustee any such separate trustee or co- trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-co- trustee jointly (it being understood that such separate trustee or co-co- trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such 49 jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator The Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorServicer. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedtrustee.

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 or any Financed Equipment Estate may at the time be located, the Administrator and the Indenture Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee to act as co-trustee(s), jointly with the Trustee, or separate trustee(s), of all or any part of the Trust Estate, and to vest in such Person(s), in such capacity and for the benefit of the CertificateholdersNoteholders, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Indenture Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 under SECTION 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. Each under SECTION 6.8. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act(s), in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Indenture Trustee acting jointly may at any time accept the resignation of or remove remove, in its sole discretion, any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleARTICLE VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this AgreementIndenture, specifically including every provision of this Agreement Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Indenture Trustee. (d) Any separate trustee or co-trustee may at any time appoint constitute the Indenture Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. . (e) The Indenture Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Estate may at the time be located, the Administrator Transferor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by each of the Transferor and the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 9.05, such powers, duties, obligations, rights and trusts as the Administrator Transferor and the Owner Trustee may consider necessary or desirable. If the Administrator Transferor shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.39.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator Transferor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle IX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorTransferor. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Trust or any Financed Equipment Estate may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by each of the Administrator and the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to dodo so, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this AgreementAgreement (unless such other trustee acts or fails to act at the direction of such first trustee); and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Estate or any Financed Equipment Property may at the time be located, the Administrator Master Servicer and the Trustee acting jointly and with the consent of the Certificate Insurer shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)Trustee or co-Trustees, jointly with the Trustee, or separate trustee(s), of all or any part of the Trust Estate or separate Trustee or separate Trustees of any part of the Trust Estate, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the CertificateholdersOwners and the Certificate Insurer, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this SectionSection 9.14, such powers, duties, obligations, rights and trusts as the Administrator Master Servicer and the Trustee may consider necessary or desirable. If the Administrator Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case any event indicated in Section 9.2 of this Agreement shall have occurred and be continuing, the Trustee alone (with the consent of the Certificate Insurer) shall have the power to make such appointment. No co-trustee Trustee or separate trustee under this Agreement Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to Trustee under Section 10.1 9.8 and no notice to Owners of the appointment of any co-trustee Trustee or separate trustee Trustee shall be required pursuant to under Section 10.39.9. Each 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: (i) all All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon 112 and exercised or performed by the Trustee and such separate trustee Trustee or co-trustee Trustee jointly (it being understood that such separate trustee Trustee or co-trustee Trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performedperformed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Trustee or co-trusteeTrustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement No co-Trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee under this Agreementco- Trustee hereunder; and (iii) the Administrator The Master Servicer and the Trustee acting jointly with the consent of the Certificate Insurer may at any time accept the resignation of or remove any separate trustee Trustee or co-trusteeTrustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees Trustees and co-trusteesTrustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Trustee or co-trustee Trustee shall refer to this Agreement and the conditions of this ArticleSection 9.14. Each separate trustee Trustee and co-trusteeTrustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorMaster Servicer. Any separate trustee Trustee or co-trustee may Trustee may, at any time appoint time, constitute the Trustee as Trustee, its agent or attorney-in-fact fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee Trustee or co-trustee Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trusteeTrustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.113

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 Estate or any Financed Equipment Property may at the time be located, the Administrator Master Servicer and the Trustee acting jointly and with the consent of the Certificate 121 Insurer shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)Trustee or co-Trustees, jointly with the Trustee, or separate trustee(s), of all or any part of the Trust Estate or separate Trustee or separate Trustees of any part of the Trust Estate, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the CertificateholdersOwners and the Certificate Insurer, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this SectionSection 9.14, such powers, duties, obligations, rights and trusts as the Administrator Master Servicer and the Trustee may consider necessary or desirable. If the Administrator Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case any event indicated in Section 9.2 of this Agreement shall have occurred and be continuing, the Trustee alone (with the consent of the Certificate Insurer) shall have the power to make such appointment. No co-trustee Trustee or separate trustee under this Agreement Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to Trustee under Section 10.1 9.8 and no notice to Owners of the appointment of any co-trustee Trustee or separate trustee Trustee shall be required pursuant to under Section 10.39.9. Each 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: (i) all All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee Trustee or co-trustee Trustee jointly (it being understood that such separate trustee Trustee or co-trustee Trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performedperformed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Trustee or co-trusteeTrustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement No co-Trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee under this Agreementco-Trustee hereunder; and (iii) the Administrator The Master Servicer and the Trustee acting jointly with the consent of the Certificate Insurer may at any time accept the resignation of or remove any separate trustee Trustee or co-trusteeTrustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees Trustees and co-trusteesTrustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Trustee or co-trustee Trustee shall refer to this Agreement and the conditions of this ArticleSection 9.14. Each separate trustee Trustee and co-trusteeTrustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorMaster Servicer. Any separate trustee Trustee or co-trustee may Trustee may, at any time appoint time, constitute the Trustee as Trustee, its agent or attorney-in-fact fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee Trustee or co-trustee Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedTrustee.

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 Trust Assets or any Financed Equipment Ford may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Trust EstateAssets, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Trust Estate or any Financed Equipment of the Dealers may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;; Amended and Restated Trust Agreement (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Master Agreement, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Trust or any Financed Equipment may at the time be located, the Administrator and the Trustee acting jointly Trustee, shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the related Series Trust Estate, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Noteholders, such title to the related Series Trust Estate, or any part thereofhereof, and, and subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to Trustee under Section 10.1 11.08 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.3. Each 11.09 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform 66 72 such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; hereunder, and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing writing, given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every Each instrument appointing any separate trustee or co-trustee shall refer to this Master Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this AgreementMaster Agreement and the related Series Supplement(s), specifically including every provision of this Master Agreement and the related Series Supplement(s) relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. Trustee. (d) If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Estate or any Financed Equipment Mortgaged Property may at the time be located, the Administrator Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee and reasonably acceptable to the Certificate Insurer to act as co-trustee(s)Trustee or co-Trustees, jointly with the Trustee, or separate trustee(s), of all or any part of the Trust Estate or separate Trustee or separate Trustees of any part of the Trust Estate, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the CertificateholdersOwners and the Certificate Insurer, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this SectionSection 10.14, such powers, duties, obligations, rights and trusts as the Administrator Servicer and the Trustee may consider necessary or desirable. If the Administrator Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case 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 under this Agreement Trustee hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 10.08 and no notice to Owner of the appointment of any co-trustee Trustee or separate trustee Trustee shall be required pursuant to under Section 10.310.09. Each 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: (i) all All rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee Trustee or co-trustee Trustee jointly (it being understood that such separate trustee Trustee or co-trustee Trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performedperformed (whether as Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee Trustee or co-trusteeTrustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement No co-Trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee under this Agreementco-Trustee hereunder; and (iii) The Servicer and the Administrator Certificate Insurer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee Trustee or co-trusteeTrustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees Trustees and co-trusteesTrustees, as effectively as if given to each of them. Every instrument appointing any separate trustee Trustee or co-trustee Trustee shall refer to this Agreement and the conditions of this ArticleSection 10.14. Each separate trustee Trustee and co-trusteeTrustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorServicer and the Certificate Insurer. Any separate trustee Trustee or co-trustee may Trustee may, at any time appoint time, constitute the Trustee as Trustee, its agent or attorney-in-fact fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee Trustee or co-trustee Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedTrustee.

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 or any Financed Equipment Assets may at the time be located, the Administrator Transferor and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by each of the Transferor and the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateAssets, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Transferor and the Owner Trustee may consider necessary or desirable. If the Administrator Transferor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 9.01, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.39.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator Transferor and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorTransferor. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

Appointment of Co-Trustee or Separate Trustee. (1) Notwithstanding any other provisions of this any Pooling and Servicing Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Financed Equipment may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as co-trustee(s), jointly with the Trusteea cotrustee or cotrustees, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the CertificateholdersHolders, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 8.10, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointmentnecessary. No co-trustee cotrustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 8.06 and no notice to Holders of the appointment of any co-trustee cotrustee or separate trustee shall be required pursuant to under Section 10.38.08. Each The Trustee shall promptly notify each Rating Agency of the appointment of any cotrustee. (2) Every separate trustee and co-trustee cotrustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee cotrustee jointly (it being understood that such separate trustee or co-trustee cotrustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law statute of any jurisdiction in which any particular act(s) act or acts are to be performedperformed (whether as Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trusteecotrustee, but solely at the direction of the Trustee; (iib) no neither the Trustee nor any separate trustee under this Agreement or co-trustee shall be personally liable by reason of any act or omission of any other trustee, separate trustee under or co-trustee hereunder so long as such trustee, separate trustee or co-trustee is appointed with due care in accordance with the terms of this Agreement; and (iiic) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (3) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trusteescotrustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee cotrustee shall refer to this Agreement and the conditions of this ArticleArticle VIII. Each separate trustee and co-trusteecotrustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this any Pooling and Servicing Agreement, specifically including every provision of this any Pooling and Servicing Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Servicer and the Company. (4) Any separate trustee or co-trustee cotrustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-in-fact attorneyinfact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this to any Pooling and Servicing Agreement on its behalf and in its name. If any separate trustee or co-trustee cotrustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Assets may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may and, at the request of the Depositor, shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateAssets, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateAssets, or any part thereof, and, subject to the other provisions of this SectionSection 10.05, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.310.01. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (iib) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iiic) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Article X. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorOwner Trustee. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Assets may at the time be located, the Administrator and the Owner Trustee acting jointly shall will have the power and may will execute and deliver all instruments to appoint one or more Person(s) Persons approved by each of the Administrator and the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateAssets, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateAssets, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall has not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall will have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall will be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 9.01 and no notice of the appointment of any co-trustee or separate trustee shall will be required pursuant to Section 10.39.03. Each separate trustee and co-trustee shallwill, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall will be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be is incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Trust Estate Issuer or any portion thereof in any such jurisdiction) shall will be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall will be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall will be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall will refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall will be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall will be filed with the Owner Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Trustee as Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall diedies, become becomes incapable of acting, resign resigns or be is removed, all of its estates, properties, rights, remedies and trusts shall will vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this the Series Trust Agreement, at any time, for the purpose of meeting any legal requirements requirement of any jurisdiction in which any part of the Trust or any Financed Equipment Assets may at the time be located, the Administrator Depositor and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee to act as co-trustee(s)trustee, jointly with the Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Trust EstateAssets, and to vest in such Person(s), Person in such capacity and for the benefit of the Certificateholders, such title to the Trust EstateAssets, or any part thereof, and, subject to the other provisions of this SectionSection 7.13, such powers, duties, obligations, rights and trusts as the Administrator Depositor and the Trustee may consider necessary or desirable. If the Administrator Depositor shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this the Series Trust Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 7.14 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 7.11. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powerspower, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no separate trustee or co-trustee under this the Series Trust Agreement shall be personally liable by reason of any act or omission of any other trustee under this the Series Trust Agreement; and (iii) the Administrator Depositor and the Trustee acting jointly may at any time accept the resignation of of, or remove may remove, any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this the Series Trust Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this the Series Trust Agreement, specifically including every provision of this the Series Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorDepositor. EXHIBIT 4.5 (d) Any separate trustee or co-trustee may at any time appoint the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this the Series Trust Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Mortgaged Property may at the time be located, the Administrator Master Servicer and the Trustee acting jointly shall have the power power, and may the Trustee shall, and shall instruct the Master Servicer to, execute and deliver all instruments to appoint one or more Person(s) Persons, with the consent of the Depositor, which consent shall not be unreasonably withheld, approved by the Trustee to act as co-trustee(s)trustee or co-trustees, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 8.10, such powers, duties, obligations, rights and trusts as the Administrator 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 Administrator a Master Servicer Event of Termination shall not have joined in such appointment within 15 days after the receipt by it of a request so to dooccurred and be continuing, the Trustee alone alone--shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 8.06 hereof, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.38.08 hereof. Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performedperformed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be held personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator Master Servicer and the Trustee Trustee, acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee except that if a Master Servicer Event of Termination shall have occurred and be continuing, the Trustee alone--may accept the resignation or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorDepositor and the Master Servicer. Any separate trustee or co-trustee may may, at any time appoint time, constitute the Trustee as Trustee, its agent or attorney-in-fact fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedTrustee.

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 of any jurisdiction in which any part of the Owner Trust or any Financed Equipment Estate may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint at the expense of the Depositor one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateOwner Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 9.1, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.39.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-co- trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The . (b) If, at any time, the Owner Trustee shall have no obligation to determine whether longer satisfy the requirements of Section 3807(a) of the Statutory Trust Act, the Owner Trustee and the Administrator acting jointly shall appoint a co-trustee or separate trustee is legally required in any jurisdiction in which any part that meets the requirements of Section 3807(a) of the Statutory Trust Estate may be locatedAct. Upon acceptance of such appointment, the Owner Trustee and the co-trustee appointed pursuant to this Section 9.5(b) shall promptly file an amendment to the Certificate of Trust as required by the Statutory Trust Act.

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 Trust or any Financed Equipment a PC Pool may at the time be located, the Administrator and the Trustee acting jointly shall have the power and may execute and deliver all instruments to appoint one or more Person(s) approved by the Trustee Persons to act as a co-trustee(s), jointly with the Trusteetrustee or co-trustees, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust Estate, such PC Pool and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholdersrelated Holders, such title to the Trust Estatesuch PC Pool, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to under Section 10.1 6.09 and no notice to the related Holders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 6.06 hereof. (b) With respect to Section 10.3. Each each PC Pool, every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate related PC Pool or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iii) the Administrator and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. Trustee. (d) Any separate trustee or co-trustee may at any time appoint constitute the Trustee as Trustee, its agent or attorney-attorney- in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Estate may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Owner Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Owner Trust Estate, or any part thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this AgreementAgreement (unless such other trustee acts or fails to act at the direction of such first trustee); and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts trust conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 Trust Estate or any Financed Equipment of the Dealers may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Owner Trustee to act as co-trustee(s)trustee, jointly with the Owner Trustee, or as separate trustee(s)trustee or trustees, of all or any part of the Trust Estate, and to vest in such Person(s)Person, in such capacity and for the benefit of the Certificateholderscapacity, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 10.1 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.3. 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. . (c) Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located.

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 or any Financed Equipment Mortgaged Property may at the time be located, the Administrator Depositor and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Person(s) Persons approved by the Trustee them to act as co-trustee(s)trustee or co-trustees, jointly with the Trustee, or separate trustee(s)trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person(s)Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust EstateTrust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator 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 Certificate Insurer, whose consent shall not be unreasonably withheld]. If the Administrator Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Master Servicer Termination Events shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor trustee pursuant to Trustee under Section 10.1 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.39.08. Each Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ia) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act(s) act or acts are to be performedperformed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act(s)act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (iib) no trustee under this Agreement hereunder shall be held personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and (iiic) the Administrator Master Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, except that following the occurrence of a Master Servicer Termination Event which has not been cured, the Trustee acting alone may accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then then-separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this ArticleArticle IX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each Every such instrument shall be filed with the Trustee and a copy thereof given to the AdministratorDepositor and the Master Servicer. Any separate trustee or co-trustee may may, at any time appoint time, constitute the Trustee as Trustee, its agent or attorney-in-fact fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The Trustee shall have no obligation to determine whether a co-trustee or separate trustee is legally required in any jurisdiction in which any part of the Trust Estate may be locatedTrustee.