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 (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the 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 Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 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: (a) All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and 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 or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (b) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementTrust Agreement to the contrary, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Certificateholders, such title to the Owner Trust Estate, or any part thereof 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 Trust Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to trustee under Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. 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: (ai) 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 shall not an agent of the Owner Trustee and is not be authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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, 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. 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 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 Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint constitute the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited permitted 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Assets may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator Sponsor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by at the Administrator direction of the Sponsor and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust EstateAssets, and to vest in such Person, in such capacity, such title to the Trust 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 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 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 Owner Trustee pursuant to Section 10.01 10.01, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 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: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at with the direction consent of the Owner Trustee; (b) 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 (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 AdministratorTrustee. 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementAgreement to the contrary, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Certificateholders, such title to the Owner Trust Estate, or any part thereof 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 Owner Trustee pursuant to trustee under Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. 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: (ai) 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 shall not an agent of the Owner Trustee and is not be authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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, 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 constitute the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited permitted 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions provision of this AgreementIndenture, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Indenture Trustee acting jointly shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Administrator and Owner Trustee to act as a co-trusteetrustee or co-trustees, jointly with the Owner Indenture Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Noteholders, 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 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 Owner 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 Owner Trustee pursuant to trustee under Section 10.01 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. 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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Owner Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is shall not an agent of the Owner Trustee and is not be authorized to act separately without the Owner Indenture Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Indenture Trustee; (bii) No 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 (ciii) The Administrator and the Owner Indenture Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. trustee. (c) Any notice, request or other writing given to the Owner 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 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 appointment, either jointly with the Owner 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 Owner Indenture Trustee. Each Every such instrument shall be filed with the Owner Indenture Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint constitute the Owner 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 Owner Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementIndenture, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate trust created by this Indenture or any Financed Vehicle the Recovery Bond Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Indenture Trustee acting jointly shall have the power and shall may execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as a co-trustee, jointly with the Owner Trusteetrustee or co-trustees, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estatetrust created by this Indenture or the Recovery Bond Collateral, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Secured Parties, such title to the Trust Recovery Bond Collateral, or any part thereof hereof, and, subject to the other provisions of this SectionSection 6.10, such powers, duties, obligations, rights and trusts as the Administrator and the Owner 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 Owner 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 Owner Trustee pursuant to trustee under Section 10.01 6.11 and no notice to Holders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 6.08. Notice of any such appointment shall be promptly given to Section 10.03. Each each Rating Agency by the Indenture Trustee. (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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Owner Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Indenture Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate Recovery Bond Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Indenture Trustee; (bii) No 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 (ciii) The Administrator and the Owner Indenture Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. trustee. (c) Any notice, request or other writing given to the Owner 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 Indenture 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 Owner 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 Owner Indenture Trustee. Each Every such instrument shall be filed with the Owner 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 Owner 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 Owner Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding (a) At any other provisions of this Agreement, at any timetime or times, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Property may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts located or in which any action of interestthe Trustee may be required to be performed or taken, the Administrator and Trustee, the Owner Trustee acting jointly shall have Depositor or the power and shall execute and deliver all instruments to Holders of Certificates evidencing, in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more Persons individuals or corporations approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any part of the Owner Property, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust Estatepursuant to Section 3.4(c). (b) The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights or duties to vest in such Personseparate trustee or separate trustees or co-trustee, in such capacityit, he, she or they shall be vested with such title to the Trust Property or any part thereof andthereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the other terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Property and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee shall, so far as permitted by-law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Section, such powers, duties, obligations, rights and trusts as Agreement which are for the Administrator and benefit of the Owner Trustee may consider necessary or desirable. If the Certificate Administrator shall not have joined extend to and apply to (in such appointment within 15 days after the receipt by it case of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No Trustee) each separate trustee or co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee appointed pursuant to the foregoing provisions of this Section 10.01 8.10, and no notice of to the appointment of any Trustee or the Certificate Administrator, as applicable, in each capacity that it may assume hereunder, including, without limitation, its capacity as Certificate Registrar, Authenticating Agent, Custodian and 17g-5 Information Provider, as applicable. (d) Every co-trustee or and separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee hereunder shall, to the extent permitted by by-law, be appointed and act and the Trustee shall act, subject to the following provisions and conditions: : (ai) All all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon or imposed and exercised or performed by the Owner Trustee and such co-trustee or trustees and separate trustee or co-trustee trustees jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee or shall be exercised hereunder by such co-trusteetrustee or separate trustees except jointly with, but solely at or with the direction of consent of, the Owner Trustee; ; and (biv) No no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly may trustees hereunder. If, at any time accept time, the resignation of Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-trustee or separate trustee. Notwithstanding the foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or responsibilities in any way or to any degree. (e) Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to. (f) Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the Trustee hereunder, and such co-trustee or separate trustee shall meet the eligibility requirements set forth in Section 8.6.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Trust Administrator for the purpose of establishing and maintaining the Collection Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.08 and Section 6.02 of the Transfer and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The the Trust Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the Trust Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementIndenture, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Indenture Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Indenture Trustee acting jointly shall have the power and shall may execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as a co-trustee, jointly with the Owner Trusteetrustee or co-trustees, or as separate trustee or separate trustees, of all or any part of the Owner Indenture Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Noteholders, such title to the Indenture Trust Estate, or any part thereof hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Indenture Trustee may consider necessary or desirable. If the Administrator shall not have joined in No such appointment within 15 days after shall relieve the receipt by it Indenture Trustee of a request so to do, the Owner Trustee alone shall have the power to make such appointmentits obligations hereunder. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to trustee under Section 10.01 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. Each 6.8 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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Owner Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Indenture Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Indenture Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Indenture Trustee; (bii) No 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 (ciii) The Administrator and the Owner Indenture Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. trustee. (c) Any notice, request or other writing given to the Owner 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 Indenture 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 Owner 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 Owner Indenture Trustee. Each Every such instrument shall be filed with the Owner 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 Owner 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 Owner Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) avoidance of conflicts of interests, enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be locatedlocated or other jurisdictional issues, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interestor for such other purposes as may arise, the Administrator Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.5, 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 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 Owner Trustee trustee pursuant to Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall may be conferred upon and exercised or performed by such separate trustee singly or by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner TrusteeAdministrator); (bii) 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 (ciii) The Administrator the Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 copies thereof given to the Seller and 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 Owner Trustee shall have no obligation to determine whether a co-trustee or separate trusteetrustee is legally required in any jurisdiction in which any part of the Trust Estate may be located. The Owner Trustee shall not have any responsibility or liability for or with respect to, and shall not be required to supervise or monitor, any separate trustee or co-trustee duly appointed hereunder unless otherwise expressly required by the instrument of appointment.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions provision of this AgreementIndenture, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator Indenture Trustee and the Owner Trustee Administrator, acting jointly jointly, shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Administrator and Owner Trustee to act as a co-trusteetrustee or co-trustees, jointly with the Owner Indenture Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Noteholders, 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 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 Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement Indenture shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to trustee under Section 10.01 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. 6.08. (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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Owner Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is shall not an agent of the Owner Trustee and is not be authorized to act separately without the Owner Indenture Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Indenture Trustee; (bii) No no trustee under this Agreement Indenture shall be personally liable by reason of any act or omission of any other trustee under this AgreementIndenture; and (ciii) The Administrator the Indenture Trustee and the Owner Trustee acting jointly Administrator may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. trustee. (c) Any notice, request or other writing given to the Owner 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 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 appointment, either jointly with the Owner 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 Owner Indenture Trustee. Each such instrument shall be filed with the Owner Indenture Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint constitute the Owner Trustee as Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited permitted 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 Owner Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementTrust Agreement to the contrary, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Certificateholders, such title to the Owner Trust Estate, or any part thereof 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 Trust Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to trustee under Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. 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: (ai) 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 shall not an agent of the Owner Trustee and is not be authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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, 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. Article X. 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 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 Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint constitute the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited permitted 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Securities Administrator for the purpose of establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 6.02 of the Transfer and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the Securities Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) avoiding conflicts of interests or enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be locatedlocated or other jurisdictional issues, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interestor for such other purposes as may arise, the Administrator Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.5, 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 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 Owner Trustee trustee pursuant to Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall may be conferred upon and exercised or performed by such separate trustee singly or by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner TrusteeAdministrator); (bii) 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 (ciii) The Administrator the Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 copies thereof given to the Seller and 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 Owner Trustee shall have no obligation to determine whether a co-trustee or separate trusteetrustee is legally required in any jurisdiction in which any part of the Trust Estate may be located. The Owner Trustee shall not have any responsibility or liability for or with respect to, and shall not be required to supervise or monitor, any separate trustee or co-trustee duly appointed hereunder unless otherwise expressly required by the instrument of appointment.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Administrator for the purpose of establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 4.1 of the Transfer and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 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 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementBase Indenture or any Series Supplement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee persons to act as a co-trustee, jointly with the Owner Trusteetrustee or co-trustees, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Secured Parties, such title to the Trust Estate, or any part thereof thereof, and, subject to the other provisions of this Section, Section 11.10 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 hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to trustee under Section 10.01 11.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 11.7. No co-trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of Law or to Section 10.03enable the Trustee to perform its functions hereunder. Each The appointment of any co-trustee or separate trustee shall not relieve the Trustee of any of its obligations hereunder. (b) Every separate trustee and co-trustee shall, to the extent permitted by lawLaw, be appointed and act subject to the following provisions and conditions: (ai) All the Notes of each Series shall be authenticated and delivered solely by the Trustee or an authenticating agent appointed by the Trustee; (ii) 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act Law (whether as Trustee hereunder or acts are as successor to be performedthe Servicer under the Servicing Agreement), the Owner Trustee shall be incompetent or unqualified to perform perform, such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (biii) No no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; andtrustees, hereunder, including acts or omissions of predecessor or successor trustees; (civ) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to trustee; and (v) the Trustee shall remain primarily liable for the actions of any Rating Agency or any other Person. 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 Indenture and the conditions of this ArticleArticle 11. 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 AgreementBase Indenture and any Series Supplement, specifically including every provision of this Agreement Base Indenture or any Series Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each Every such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. Servicer. (d) Any separate trustee or co-trustee may at any time appoint constitute the Owner Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by lawLaw, to do any lawful act under or in respect of to this Agreement Base Indenture or any Series Supplement 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 lawLaw, without the appointment of a new or successor co-trustee or separate trusteeTrustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee and the Security Insurer (so long as an Insurer Default shall not have occurred) to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Owner 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 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 subject, unless an Insurer Default shall have occurred and be continuing, to the approval of the Security Insurer (which approval shall not be unreasonably withheld) 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 Owner Trustee trustee pursuant to Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (bii) 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 (ciii) The Administrator the Servicer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 and the Security Insurer. Any separate trustee or co-trustee may at any time appoint the Owner 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 Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding (a) At any other provisions of this Agreement, at any timetime or times, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Property may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts located or in which any action of interestthe Trustee may be required to be performed or taken, the Administrator and Trustee, the Owner Trustee acting jointly shall have Depositor or the power and shall execute and deliver all instruments to Holders of Certificates evidencing, in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more Persons approved by the Administrator and Owner Trustee individuals or corporations to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any part of the Owner Property, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust EstateFund pursuant to Section 3.4(d). (b) The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights or duties to vest in such Personseparate trustee or separate trustees or co-trustee, in such capacityit, he, she or they shall be vested with such title to the Trust Property or any part thereof andthereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the other terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Property and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Section, such powers, duties, obligations, rights Agreement which are for the benefit of the Trustee and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Certificate Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so extend to do, the Owner Trustee alone shall have the power and apply to make such appointment. No each separate trustee or co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee appointed pursuant to the foregoing provisions of this Section 10.01 8.10 and no notice of to the appointment of any Trustee and Certificate Administrator in each capacity that it may assume hereunder, including, without limitation, its capacity as Certificate Administrator, Certificate Registrar, Authenticating Agent, Paying Agent and 17g-5 Information Provider, as applicable. (d) Every co-trustee or and separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee shall act, subject to the following provisions and conditions: : (ai) All all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon or imposed and exercised or performed by the Owner Trustee and such co-trustee or trustees and separate trustee or co-trustee trustees jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee or shall be exercised hereunder by such co-trusteetrustee or separate trustees except jointly with, but solely at or with the direction of consent of, the Owner Trustee; ; and (biv) No no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly may trustees hereunder. If, at any time accept time, the resignation of Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-trustee or separate trustee. Notwithstanding the foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or responsibilities in any way or to any degree. (e) Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to. (f) Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth in Section 8.6.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Indenture Trustee as Administrator for the purpose of establishing and maintaining the Certificate Account and making investments at the Master Servicer’s direction and the distributions therefrom to the Persons entitled thereto pursuant to Section 3.22 of the Sale and Servicing Agreement. The Owner Trustee and the Administrator each agree that upon the (i) resignation or removal of the Indenture Trustee or (ii) occurrence and continuation of an Indenture Event of Default and a determination by the Indenture Trustee that a conflict of interest exists or will exist if the Indenture Trustee continues to act as the Administrator, the Administrator shall resign and the Trust shall appoint a successor Administrator in accordance with the Administration Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 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 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreementhereof, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate Fund or any Financed Vehicle property securing the same may be located at the time be located, or (ii) facilitating enforcement actions and (iii) mitigating conflicts meeting any legal requirements with respect to the holding of interestthe Contracts, the Administrator Company and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust EstateFund, and to vest in such PersonPerson or Persons, in such capacity, such title to the Trust Fund, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.10, such powers, duties, obligations, rights and trusts as the Administrator Company and the Owner Trustee may consider necessary or desirable. If the Administrator Company shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Owner 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 Owner Trustee pursuant to trustee under Section 10.01 10.06 hereunder and no notice to Certificateholders of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 10.08 hereof. The Servicer shall be responsible for the fees and expenses of any co-trustee or separate trustee shall be required pursuant appointed hereunder to the extent and in the manner set forth for the Trustee in Section 10.0310.05. Each separate trustee and In the case of any appointment of a co-trustee shallor separate trustee pursuant to this Section 10.10, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (a) 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act)jointly, except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performedperformed or any regulation applicable to any of the Contracts (whether as Trustee hereunder or as successor to the Servicer hereunder), the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely trustee at the direction of the Owner Trustee; (b) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 Every such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorTrustee. Any separate trustee or co-trustee may may, at any time time, appoint the Owner Trustee as 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 Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee trustee. Nothing in this Section shall relieve the Trustee of its duties, obligations or separate trusteeliabilities under this Agreement.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding (a) At any other provisions of this Agreement, at any timetime or times, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Property may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts located or in which any action of interestthe Trustee may be required to be performed or taken, the Administrator and Trustee, the Owner Trustee acting jointly shall have Depositor or the power and shall execute and deliver all instruments to Holders of Certificates evidencing, in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more Persons approved by the Administrator and Owner Trustee individuals or corporations to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any part of such Property, to the Owner full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust EstateFund pursuant to Section 3.4(c). (b) The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to any Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Property and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10, and to vest the Trustee and Certificate Administrator in such Personeach capacity that it may assume hereunder, in such capacityincluding without limitation, such title to the Trust or any part thereof andits capacity as Custodian, subject to the other provisions of this Section17g-5 Information Provider, such powersCertificate Administrator, dutiesCertificate Registrar and Authenticating Agent, 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 applicable. (d) Every co-trustee or and separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee shall act, subject to the following provisions and conditions: : (ai) All all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon or imposed and exercised or performed by the Owner Trustee and such co-trustee or trustees and separate trustee or co-trustee trustees jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee or shall be exercised hereunder by such co-trusteetrustee or separate trustees except jointly with, but solely at or with the direction of consent of, the Owner Trustee; Trustee and (biv) No no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly may trustees hereunder. If, at any time accept time, the resignation of Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-trustee or separate trustee. Notwithstanding the foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or responsibilities in any way or to any degree. (e) Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to. (f) Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth in Section 8.6.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall shall, at the expense of the Servicer, have the power and shall shall, at the expense of the Servicer, execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, or any part thereof 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 Owner Trustee trustee pursuant to Section 10.01 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. 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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Indenture Trustee as Administrator for the purpose of establishing and maintaining the Certificate Account and making investments at the Master Servicer’s direction and the distributions therefrom to the Persons entitled thereto pursuant to Sections 3.22 and 4.1 of the Sale and Servicing Agreement and Section 4.02 of this Agreement. The Owner Trustee and the Administrator each agree that upon the (i) resignation or removal of the Indenture Trustee or (ii) occurrence and continuation of an Indenture Event of Default and a determination by the Indenture Trustee that a conflict of interest exists or will exist if the Indenture Trustee continues to act as the Administrator, the Administrator shall resign and the Trust shall appoint a successor Administrator in accordance with the Administration Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 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 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Securities Administrator for the purpose of establishing and maintaining the Certificate Distribution Account and making investments and the distributions therefrom to the Persons entitled thereto pursuant to Section 4.02 of this Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the Securities Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Trust Administrator for the purpose of establishing and maintaining the Collection Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.08 and Section 6.02 of the Sale and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The the Trust Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the Trust Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding (a) At any other provisions of this Agreement, at any timetime or times, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Property may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts located or in which any action of interestthe Trustee may be required to be performed or taken, the Administrator and Trustee, the Owner Trustee acting jointly shall have Depositor or the power and shall execute and deliver all instruments to Holders of Certificates evidencing, in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more Persons approved by the Administrator and Owner Trustee individuals or corporations to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any part of the Owner Property, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust Estatepursuant to Section 3.4(c). (b) The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights or duties to vest in such Personseparate trustee or separate trustees or co-trustee, in such capacityit, he, she or they shall be vested with such title to the Trust Property or any part thereof andthereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the other terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Property and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Section, such powers, duties, obligations, rights Agreement which are for the benefit of the Trustee and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Certificate Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so extend to do, the Owner Trustee alone shall have the power and apply to make such appointment. No each separate trustee or co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee appointed pursuant to the foregoing provisions of this Section 10.01 8.10 and no notice of to the appointment of any Trustee and Certificate Administrator in each capacity that it may assume hereunder, including, without limitation, its capacity as Certificate Administrator, Certificate Registrar, Authenticating Agent and 17g-5 Information Provider, as applicable. (d) Every co-trustee or and separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee shall act, subject to the following provisions and conditions: : (ai) All all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon or imposed and exercised or performed by the Owner Trustee and such co-trustee or trustees and separate trustee or co-trustee trustees jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee or shall be exercised hereunder by such co-trusteetrustee or separate trustees except jointly with, but solely at or with the direction of consent of, the Owner Trustee; ; and (biv) No no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly may trustees hereunder. If, at any time accept time, the resignation of Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-trustee or separate trustee. Notwithstanding the foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or responsibilities in any way or to any degree. (e) Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to. (f) Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth in Section 8.6.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementBase Indenture or any Series Supplement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee persons to act as a co-trustee, jointly with the Owner Trusteetrustee or co-trustees, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Secured Parties, such title to the Trust Estate, or any part thereof thereof, and, subject to the other provisions of this Section, Section 11.10 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 hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to trustee under Section 10.01 11.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 11.7. No co-trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of Law or to Section 10.03enable the Trustee to perform its functions hereunder. Each The appointment of any co-trustee or separate trustee shall not relieve the Trustee of any of its obligations hereunder. (b) Every separate trustee and co-trustee shall, to the extent permitted by lawLaw, be appointed and act subject to the following provisions and conditions: (ai) All the Notes of each Series shall be authenticated and delivered solely by the Trustee; (ii) 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act Law (whether as Trustee hereunder or acts are as successor to be performedthe Servicer under the Servicing Agreement), the Owner Trustee shall be incompetent or unqualified to perform perform, such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (biii) No no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; andtrustees, hereunder, including acts or omissions of predecessor or successor trustees; (civ) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to trustee; and (v) the Trustee shall remain primarily liable for the actions of any Rating Agency or any other Person. 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 Indenture and the conditions of this ArticleArticle 11. 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 AgreementBase Indenture and any Series Supplement, specifically including every provision of this Agreement Base Indenture or any Series Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each Every such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. Servicer. (d) Any separate trustee or co-trustee may at any time appoint constitute the Owner Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by lawLaw, to do any lawful act under or in respect of to this Agreement Base Indenture or any Series Supplement 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 lawLaw, without the appointment of a new or successor co-trustee or separate trusteeTrustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Indenture Trustee as Administrator for the purpose of establishing and maintaining the Certificate Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.03 and Section 5.07 of the Transfer and Servicing Agreement. The Owner Trustee and the Administrator each agree that upon the occurrence and continuation of an Indenture Event of Default and a determination by the Indenture Trustee that a conflict of interest exists or will exist if the Indenture Trustee continues to act as the Administrator, the Administrator shall resign and the Owner Trustee shall appoint a successor Administrator in accordance with the Administration Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 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 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementBase Indenture or any Series Supplement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee persons to act as a co-trustee, jointly with the Owner Trusteetrustee or co-trustees, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Secured Parties, such title to the Trust Estate, or any part thereof thereof, and, subject to the other provisions of this Section, Section 11.10 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 hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to trustee under Section 10.01 11.9 and no notice to Noteholders or Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant under Section 11.7. No co-trustee shall be appointed without the consent of the Issuer unless such appointment is required as a matter of Law or to Section 10.03enable the Trustee to perform its functions hereunder. Each The appointment of any co-trustee or separate trustee shall not relieve the Trustee of any of its obligations hereunder. (b) Every separate trustee and co-trustee shall, to the extent permitted by lawLaw, be appointed and act subject to the following provisions and conditions: (ai) All the Notes of each Series shall be authenticated and delivered solely by the Trustee or an authenticating agent appointed by the Trustee; (ii) 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act Law (whether as Trustee hereunder or acts are as successor to be performedthe Servicer under the Servicing Agreement), the Owner Trustee shall be incompetent or unqualified to perform perform, such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (biii) No no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; andtrustees, hereunder, including acts or omissions of predecessor or successor trustees; (civ) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to trustee; and (v) the Trustee shall remain primarily liable for the actions of any Rating Agency or any other Person. 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 Indenture and the conditions of this ArticleArticle 11. 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 AgreementBase Indenture and any Series Supplement, specifically including every provision of this Agreement Base Indenture or any Series Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each Every such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. Servicer. (d) Any separate trustee or co-trustee may at any time appoint constitute the Owner Trustee as Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by lawLaw, to do any lawful act under or in respect of to this Agreement Base Indenture or any Series Supplement 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 lawLaw, without the appointment of a new or successor co-trustee or separate trusteeTrustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate [or Sub-Trust Assets] or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust EstateEstate [or Sub-Trust Assets], and to vest in such Person, in such capacity, such title to the Trust Trust, 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 25 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 Owner Trustee trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. 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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 conferredpowers and duties conferred thereto under this Agreement, 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 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 co-trustee or separate trustee.]

Appointment of Co-Trustee or Separate Trustee. Notwithstanding (a) At any other provisions of this Agreement, at any timetime or times, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Properties may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts located or in which any action of interestthe Trustee may be required to be performed or taken, the Administrator and Trustee, the Owner Trustee acting jointly shall have Depositor or the power and shall execute and deliver all instruments to Holders of Certificates evidencing, in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more Persons individuals or corporations approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any part of such Property, to the Owner full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust Estatepursuant to Section 3.4(c). (b) The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights or duties to vest in such Personseparate trustee or separate trustees or co-trustee, in such capacityit, he, she or they shall be vested with such title to the Trust Properties or any part thereof andthereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the other terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to any applicable Property and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee shall, so far as permitted by-law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Section, such powers, duties, obligations, rights and trusts as Agreement which are for the Administrator and benefit of the Owner Trustee may consider necessary or desirable. If the Certificate Administrator shall not have joined extend to and apply to (in such appointment within 15 days after the receipt by it case of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No Trustee) each separate trustee or co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee appointed pursuant to the foregoing provisions of this Section 10.01 8.10, and no notice of to the appointment of any Trustee or the Certificate Administrator, as applicable, in each capacity that it may assume hereunder, including, without limitation, its capacity as Certificate Registrar, Authenticating Agent, Custodian and 17g-5 Information Provider, as applicable. (d) Every co-trustee or and separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee hereunder shall, to the extent permitted by by-law, be appointed and act and the Trustee shall act, subject to the following provisions and conditions: : (ai) All all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon or imposed and exercised or performed by the Owner Trustee and such co-trustee or trustees and separate trustee or co-trustee trustees jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee or shall be exercised hereunder by such co-trusteetrustee or separate trustees except jointly with, but solely at or with the direction of consent of, the Owner Trustee; ; and (biv) No no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly may trustees hereunder. If, at any time accept time, the resignation of Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-trustee or separate trustee. Notwithstanding the foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or responsibilities in any way or to any degree. (e) Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to. (f) Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the Trustee hereunder, and such co-trustee or separate trustee shall meet the eligibility requirements set forth in Section 8.6.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding (a) At any other provisions of this Agreement, at any timetime or times, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Property may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts located or in which any action of interestthe Trustee may be required to be performed or taken, the Administrator and Trustee, the Owner Trustee acting jointly shall have Depositor or the power and shall execute and deliver all instruments to Certificateholders evidencing, in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more Persons approved by the Administrator and Owner Trustee individuals or corporations to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any part of the Owner Property, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust EstateFund pursuant to Section 3.4(c). (b) The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights or duties to vest in such Personseparate trustee or separate trustees or co-trustee, in such capacityit, he, she or they shall be vested with such title to the Trust Property or any part thereof andthereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the other terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Property and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Section, such powers, duties, obligations, rights Agreement which are for the benefit of the Trustee and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Certificate Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so extend to do, the Owner Trustee alone shall have the power and apply to make such appointment. No each separate trustee or co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee appointed pursuant to the foregoing provisions of this Section 10.01 8.10 and no notice of to the appointment of any Trustee and Certificate Administrator in each capacity that it may assume hereunder, including, without limitation, its capacity as Certificate Administrator, Certificate Registrar, Authenticating Agent and 17g-5 Information Provider, as applicable. (d) Every co-trustee or and separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee shall act, subject to the following provisions and conditions: : (ai) All all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon or imposed and exercised or performed by the Owner Trustee and such co-trustee or trustees and separate trustee or co-trustee trustees jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee or shall be exercised hereunder by such co-trusteetrustee or separate trustees except jointly with, but solely at or with the direction of consent of, the Owner Trustee; ; and (biv) No no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly may trustees hereunder. If, at any time accept time, the resignation of Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-trustee or separate trustee. Notwithstanding the foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or responsibilities in any way or to any degree. (e) Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to. (f) Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth in Section 8.6.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) avoidance of conflicts of interests, enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be locatedlocated or other jurisdictional issues, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interestor for such other purposes as may arise, the Administrator Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.5, 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 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 Owner Trustee trustee pursuant to Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall may be conferred upon and exercised or performed by such separate trustee singly or by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner TrusteeAdministrator); (bii) 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 (ciii) The Administrator the Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 40 Second Amended and Restated Trust Agreement (DRIVE 2018-1) 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 copies thereof given to the Seller and 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 Owner Trustee shall have no obligation to determine whether a co-trustee or separate trusteetrustee is legally required in any jurisdiction in which any part of the Trust Estate may be located. The Owner Trustee shall not have any responsibility or liability for or with respect to, and shall not be required to supervise or monitor, any separate trustee or co-trustee duly appointed hereunder unless otherwise expressly required by the instrument of appointment.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Indenture Trustee as Administrator for the purpose of establishing and maintaining the Certificate Account and making investments and the distributions therefrom to the Persons entitled thereto pursuant to Section 5.07 of the Sale and Servicing Agreement. The Owner Trustee and the Administrator each agree that upon the (i) resignation or removal of the Indenture Trustee or (ii) occurrence and continuation of an Indenture Event of Default and a determination by the Indenture Trustee that a conflict of interest exists or will exist if the Indenture Trustee continues to act as the Administrator, the Administrator shall resign and the Owner Trustee shall appoint a successor Administrator in accordance with the Administration Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 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 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Administrator for the purpose of establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 6.02 of the Transfer and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 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 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementTrust Agreement to the contrary, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Certificateholders, such title to the Owner Trust Estate, or any part thereof 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 Trust Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to trustee under Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. 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: (ai) 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 shall not an agent of the Owner Trustee and is not be authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any Table of Contents jurisdiction in which any particular act or acts are to be performed, performed the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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, 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. 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 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 Owner Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint constitute the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited permitted 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) avoidance of conflicts of interests, enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be locatedlocated or other jurisdictional issues, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interestor for such other purposes as may arise, the Administrator Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.5, 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 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 Owner Trustee trustee pursuant to Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall may be conferred upon and exercised or performed by such separate trustee singly or by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner TrusteeAdministrator); (bii) 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 (ciii) The Administrator the Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 40 Amended and Restated Trust Agreement (DRIVE 2017-1) 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 copies thereof given to the Seller and 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 Owner Trustee shall have no obligation to determine whether a co-trustee or separate trusteetrustee is legally required in any jurisdiction in which any part of the Trust Estate may be located. The Owner Trustee shall not have any responsibility or liability for or with respect to, and shall not be required to supervise or monitor, any separate trustee or co-trustee duly appointed hereunder unless otherwise expressly required by the instrument of appointment.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee, on behalf of the Trust, hereby appoints the Securities Administrator for the purpose of establishing and maintaining the Certificate Distribution Account and making investments and the distributions therefrom to the Persons entitled thereto pursuant to Section 4.02 of this Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the Securities Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) avoiding conflicts of interests or enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be locatedlocated or other jurisdictional issues, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interestor for such other purposes as may arise, the Administrator Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.5, 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 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 Owner Trustee trustee pursuant to Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. 39 Amended and Restated Trust Agreement (DRIVE 2019-3) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall may be conferred upon and exercised or performed by such separate trustee singly or by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner TrusteeAdministrator); (bii) 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 (ciii) The Administrator the Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 copies thereof given to the Seller and 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 Owner Trustee shall have no obligation to determine whether a co-trustee or separate trustee.trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located. The Owner Trustee shall not have any responsibility or liability for or with respect to, and shall not be required to supervise or monitor, any separate trustee or co-trustee duly appointed hereunder unless otherwise expressly required by the instrument of appointment. 40 Amended and Restated Trust Agreement (DRIVE 2019-3)

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) avoiding conflicts of interests or enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be locatedlocated or other jurisdictional issues, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interestor for such other purposes as may arise, the Administrator Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.5, 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 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 Owner Trustee trustee pursuant to Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall may be conferred upon and exercised or performed by such separate trustee singly or by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner TrusteeAdministrator); (bii) 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 (ciii) The Administrator the Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 copies thereof given to the Seller and 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 Owner Trustee shall have no obligation to determine whether a co-trustee or separate trustee.trustee is legally required in any jurisdiction in which any part of the Trust Estate may be located. The Owner Trustee shall not have any responsibility or liability for or with respect to, and shall not be required to supervise or monitor, any separate trustee or co-trustee duly appointed hereunder unless otherwise expressly required by the instrument of appointment. 40 Amended and Restated Trust Agreement (DRIVE 2019-4)

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Indenture Trustee as Administrator for the purpose of establishing and maintaining the Certificate Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.01 and Section 5.07 of the Sale and Servicing Agreement. The Owner Trustee and the Administrator each agree that upon the occurrence and continuation of an Indenture Event of Default and a determination by the Indenture Trustee that a conflict of interest exists or will exist if the Indenture Trustee continues to act as the Administrator, the Administrator shall resign and the Owner Trustee shall appoint a successor Administrator in accordance with the Administration Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the AdministratorAdministrator and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer). Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee and the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Indenture Trustee as Administrator for the purpose of establishing and maintaining the Certificate Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.01 and Section 5.07 of the Sale and Servicing Agreement. The Owner Trustee and the Administrator each agree that upon the occurrence and continuation of an Indenture Event of Default and a determination by the Indenture Trustee that a conflict of interest exists or will exist if the Indenture Trustee continues to act as the Administrator, the Administrator shall resign and the Owner Trustee shall appoint a successor Administrator in accordance with the Administration Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the AdministratorAdministrator and the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer). Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding (a) At any other provisions of this Agreement, at any timetime or times, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Properties may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts located or in which any action of interestthe Trustee may be required to be performed or taken, the Administrator and Trustee, the Owner Trustee acting jointly shall have Depositor or the power and shall execute and deliver all instruments to Holders of Certificates evidencing, in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more Persons individuals or corporations approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any part of such Property, to the Owner full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust Estatepursuant to Section 3.4(c). (b) The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights or duties to vest in such Personseparate trustee or separate trustees or co-trustee, in such capacityit, he, she or they shall be vested with such title to the Trust Properties or any part thereof andthereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the other terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to any applicable Property and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee shall, so far as permitted by-law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Section, such powers, duties, obligations, rights and trusts as Agreement which are for the Administrator and benefit of the Owner Trustee may consider necessary or desirable. If the Certificate Administrator shall not have joined extend to and apply to (in such appointment within 15 days after the receipt by it case of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No Trustee) each separate trustee or co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee appointed pursuant to the foregoing provisions of this Section 10.01 8.10, and no notice of to the appointment of any Trustee, or the Certificate Administrator, as applicable, in each capacity that it may assume hereunder, including, without limitation, its capacity as Certificate Registrar, Authenticating Agent, Custodian and 17g-5 Information Provider, as applicable. (d) Every co-trustee or and separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee hereunder shall, to the extent permitted by by-law, be appointed and act and the Trustee shall act, subject to the following provisions and conditions: : (ai) All all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon or imposed and exercised or performed by the Owner Trustee and such co-trustee or trustees and separate trustee or co-trustee trustees jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee or shall be exercised hereunder by such co-trusteetrustee or separate trustees except jointly with, but solely at or with the direction of consent of, the Owner Trustee; ; and (biv) No no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly may trustees hereunder. If, at any time accept time, the resignation of Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-trustee or separate trustee. Notwithstanding the foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or responsibilities in any way or to any degree. (e) Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to. (f) Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the Trustee hereunder, and such co-trustee or separate trustee shall meet the eligibility requirements set forth in Section 8.6.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) avoiding conflicts of interests or enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be locatedlocated or other jurisdictional issues, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interestor for such other purposes as may arise, the Administrator Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.5, 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 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 Owner Trustee trustee pursuant to Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall may be conferred upon and exercised or performed by such separate trustee singly or by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner TrusteeAdministrator); (bii) 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 (ciii) The Administrator the Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 copies thereof given to the Seller and the Administrator. Any separate trustee or co40 Amended and Restated Trust Agreement (DRIVE 2021-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. 1) 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 Owner Trustee shall have no obligation to determine whether a co-trustee or separate trusteetrustee is legally required in any jurisdiction in which any part of the Trust Estate may be located. The Owner Trustee shall not have any responsibility or liability for or with respect to, and shall not be required to supervise or monitor, any separate trustee or co-trustee duly appointed hereunder unless otherwise expressly required by the instrument of appointment.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Deutsche Bank National Trust Company as Certificate Registrar for the purpose of establishing and maintaining the Certificate Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.03 of the Sale and Servicing Agreement. The Owner Trustee and the Certificate Registrar each agree that upon the occurrence and continuation of an Event of Default and a determination by the Indenture Trustee that a conflict of interest exists or will exist if the Indenture Trustee continues to act as the Certificate Registrar, the Certificate Registrar shall resign and the Owner Trustee shall appoint a successor Certificate Registrar in accordance with this Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (bii) 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 (ciii) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the AdministratorCertificate Registrar. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Trust Administrator for the purpose of establishing and maintaining the Certificate Account and making investments and the distributions therefrom to the Persons entitled thereto pursuant to Section 5.07 of the Sale and Servicing Agreement. The Owner Trustee and the Trust Administrator each agree that upon the removal of the Master Servicer, the Trust Administrator shall resign and the Owner Trustee shall appoint a successor Trust Administrator in accordance with the Administration Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (bii) 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 (ciii) The the Trust Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the Trust Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Securities Administrator for the purpose of establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section [6.02] of the Transfer and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the Securities Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Indenture Trustee as Administrator for the purpose of establishing and maintaining the Certificate Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section [___] and Section [___] of the Transfer and Servicing Agreement. The Owner Trustee and the Administrator each agree that upon the occurrence and continuation of an Indenture Event of Default and a determination by the Indenture Trustee that a conflict of interest exists or will exist if the Indenture Trustee continues to act as the Administrator, the Administrator shall resign and the Owner Trustee shall appoint a successor Administrator in accordance with the Administration Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 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 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) avoiding conflicts of interests or enforcement actions, meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be locatedlocated or other jurisdictional issues, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interestor for such other purposes as may arise, the Administrator Seller and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.5, 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 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 Owner Trustee trustee pursuant to Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3. 40 Amended and Restated Trust Agreement (DRIVE 2020-2) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall may be conferred upon and exercised or performed by such separate trustee singly or by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner TrusteeAdministrator); (bii) 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 (ciii) The Administrator the Seller and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 copies thereof given to the Seller and 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 Owner Trustee shall have no obligation to determine whether a co-trustee or separate trusteetrustee is legally required in any jurisdiction in which any part of the Trust Estate may be located. The Owner Trustee shall not have any responsibility or liability for or with respect to, and shall not be required to supervise or monitor, any separate trustee or co-trustee duly appointed hereunder unless otherwise expressly required by the instrument of appointment.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Trust Administrator for the purpose of establishing and maintaining the Collection Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section [5.08] and Section [6.02] of the Sale and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The the Trust Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the Trust Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementAgreement to the contrary, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Certificateholders, such title to the Owner Trust Estate, or any part thereof 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 Owner Trustee pursuant to Section 10.01 trustee under Section 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. 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: (ai) 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-co- trustee is shall not an agent of the Owner Trustee and is not be authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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, 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 constitute the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited permitted 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator Administrator, [the Note Insurer] and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Administrator, [the 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 Owner Trustee alone shall have the power to make such appointmentappointment [with the consent of the Note Insurer]. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 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: (a) All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (b) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate Fund or property securing any Financed Vehicle Mortgage Note may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Trust Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, trustee or co-trustees jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust EstateFund, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the applicable Certificateholders, such title to the Trust Fund, or any part thereof thereof, and, subject to the other provisions of this SectionSection 6.10, such powers, duties, obligations, rights and trusts as the Trust Administrator and the Owner Trustee may consider necessary or desirable. If the Trust Administrator shall not have joined in such appointment within 15 fifteen 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 hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to trustee under Section 10.01 6.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.036.08. 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: (a) 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performedperformed by the Trustee, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate 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 Owner Trustee; (b) No 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 (c) The the Trust Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 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 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 Every such instrument shall be filed with the Owner Trustee and a copy thereof given to the AdministratorTrust Administrator and the Depositor. Any separate trustee or co-trustee may may, at any time appoint time, constitute the Owner Trustee as 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. The Trust Administrator shall not be responsible for all action or inaction of any separate trustee or co-trustee. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator Servicer and the Owner Trustee with the consent of the Certificate Insurer acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust EstateTrust, and to vest in such Person, in such capacitycapacity and for the benefit of the Certificateholders and the Certificate Insurer, such title to the Trust Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 10.12, such powers, duties, obligations, rights 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, or in the Owner 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 Owner Trustee pursuant to Section 10.01 10.8 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.10. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ai) All all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performedperformed (whether as Trustee under this Agreement or as successor to the Servicer under this Agreement), the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (bii) 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 (ciii) The Administrator the Servicer, the Trustee and the Owner Trustee Certificate Insurer acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. Any notice, request 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 AdministratorServicer and the Certificate Insurer. Any separate trustee or co-trustee may at any time appoint the Owner 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 Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this AgreementAgreement to the contrary, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Certificateholders, such title to the Owner Trust Estate, or any part thereof 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 Owner Trustee pursuant to trustee under Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. 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: (ai) 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 shall not an agent of the Owner Trustee and is not be authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (bii) 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 (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding (a) At any other provisions of this Agreement, at any timetime or times, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Properties may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts located or in which any action of interestthe Trustee may be required to be performed or taken, the Administrator and Trustee, the Owner Trustee acting jointly shall have Depositor or the power and shall execute and deliver all instruments to Holders of Certificates evidencing, in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more Persons individuals or corporations approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any part of such Property, to the Owner full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust Estatepursuant to Section 3.4(c). (b) The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights or duties to vest in such Personseparate trustee or separate trustees or co-trustee, in such capacityit, he, she or they shall be vested with such title to the Trust Properties or any part thereof andthereof, subject to the other provisions of this Section, and with 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 Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 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: (a) All rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee, or the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee trustees or co-trustee is not an agent trustees jointly with the Trustee subject to all the terms of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act)this Agreement, except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) performed shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at as the direction of the Owner Trustee; (b) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly case may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 Administratorbe. Any separate trustee or separate trustees or co-trustee may may, at any time appoint by an instrument in writing, constitute the Owner Trustee as Trustee, its agent or attorney-in-fact and agent with full power and authority, to the extent not prohibited by law, authority to do any lawful act under or in respect of this Agreement all acts and things and to exercise all discretion on its behalf and in its its, her or his name. If In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to any applicable Property and all of its estatesassets, propertiesproperty, rights, remedies powers, duties and trusts shall obligations of such separate trustee or co-trustee shall, so far as permitted by-law, vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new successor to such separate trustee or successor co-trustee unless and until a successor is appointed. (c) All provisions of this Agreement which are for the benefit of the Trustee or the Certificate Administrator shall extend to and apply to (in the case of the Trustee) each separate trustee.trustee or co-trustee appointed pursuant to the foregoing provisions of this

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions provision of this AgreementIndenture, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator Indenture Trustee and the Owner Trustee Administrator, acting jointly jointly, shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Administrator and Owner Trustee to act as a co-trusteetrustee or co-trustees, jointly with the Owner Indenture Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Insurer and the Noteholders, 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 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 Owner 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 Owner Trustee pursuant to trustee under Section 10.01 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. 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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Owner Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Indenture Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Indenture Trustee; (bii) No 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 (ciii) The Administrator the Indenture Trustee and the Owner Trustee acting jointly Administrator may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. trustee. (c) Any notice, request or other writing given to the Owner Indenture 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 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 appointment, either jointly with the Owner 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 Owner Indenture Trustee. Each Every such instrument shall be filed with the Owner Indenture Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint constitute the Owner 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-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 Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Master Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Master Owner Trust Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by each of the Administrator and the Master Owner Trust Trustee to act as co-trustee, jointly with the Master Owner Trust Trustee, or as separate trustee or separate trustees, of all or any part of the Master Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Master Owner Trust Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSection 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Master Owner Trust 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 Master Owner Trust 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 Owner Trustee trustee pursuant to Section 10.01 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. 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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Master Owner Trust Trustee shall be conferred upon and exercised or performed by the Master Owner Trust Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Master Owner Trust Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Master Owner Trust Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Master 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 Master Owner Trust Trustee; (bii) No 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 (ciii) The the Administrator and the Master Owner Trust Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. trustee. (c) Any notice, request or other writing given to the Master Owner Trust 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 Master Owner Trust 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 Master Owner Trust Trustee. Each such instrument shall be filed with the Master Owner Trust Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Master Owner Trust 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 Master Owner Trust Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding (a) At any other provisions of this Agreement, at any time, time or times for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts located or in which any action of interestthe Trustee may be required to be performed or taken, the Administrator and Trustee, the Owner Trustee acting jointly shall have Administrator, 52 the power and shall execute and deliver all instruments to appoint Servicer or the Holders of at least 51% of the Outstanding Principal Amount of the Notes of each affected Series, by an instrument in writing signed by it or them, may appoint, at the reasonable expense of the Trust Estate, one or more Persons approved by the Administrator and Owner Trustee individuals or corporations to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trusteestrustees or co-trustee, acting jointly with the Trustee, of all or any part of the Owner Trust Estate, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. Notwithstanding the appointment of any separate or co-trustee, the Trustee shall remain obligated and liable for the obligations of the Trustee under this Indenture. (b) The Trustee and, at the request of the Trustee, the Administrator shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully confirming such title, rights, or duties to vest such separate trustee or separate trustees or co-trustee. Upon the acceptance in writing of such Personappointment by any such separate trustee or separate trustees or co-trustee, in such capacityit, he, she or they shall be vested with such title to the Trust Estate or any part thereof andthereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the other terms of this Indenture, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its name. In any case any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all assets, property, rights, power duties and obligations and duties of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed. (c) All provisions of this Section, such powers, duties, obligations, rights Indenture which are for the benefit of the Trustee shall extend to and trusts as the Administrator and the Owner Trustee may consider necessary apply to each separate trustee 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 appointed pursuant to the foregoing provisions of this Section 7.11. (d) Every additional trustee and separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. Each separate trustee and co-trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee shall act, subject to the following provisions and conditions: : (ai) All all powers, duties and obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon or imposed and exercised or performed by the Owner Trustee and such additional trustee or trustees and separate trustee or co-trustee trustees jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof Properties in any such jurisdiction) shall be exercised and performed singly by such additional trustee or trustees or separate trustee or co-trusteetrustees; (iii) no power hereby given to, but solely at or exercisable by, any such additional trustee or separate trustee shall be exercised hereunder by such trustee except jointly with, or with the direction of consent of, the Owner Trustee; ; and (biv) No no trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) The Administrator and the Owner Trustee acting jointly may hereunder. If at any time accept time, the resignation of Trustee shall deem it no longer necessary or prudent in order to conform to such law, the Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-additional trustee or separate trustee. (e) Any request, approval or consent in writing by the Trustee to any additional trustee or separate trustee shall be sufficient warrant to such additional trustee or separate trustee, as the case may be, to take such action as may be so requested, approved or consented to. (f) Notwithstanding any other provision of this Section 7.11, the powers of any additional trustee or separate trustee shall not exceed those of the Trustee hereunder.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions provision of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate Fund or any Financed Vehicle Mortgaged Property may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust EstateFund, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Certificateholders, such title to the Trust Fund, 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 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, or in the Owner case a Servicer 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 hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to trustee under Section 10.01 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. Each 9.08. (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: (ai) 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-co- trustee jointly (it being understood that and such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performedperformed (whether as Trustee hereunder or as successor to the Servicer hereunder), the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate 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 Owner Trustee; (bii) 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 (ciii) 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 without notice to any Rating Agency or any other Person. 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 Every such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. Servicer. (d) Any separate trustee or co-trustee may may, at any time appoint time, constitute the Owner 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 Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator Administrator, the Insurer and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Administrator, the 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 Owner Trustee alone and the Insurer 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 Owner Trustee pursuant Trustee, provided that such co-trustee or successor trustee must be acceptable to Section 10.01 the Rating Agencies and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 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: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (b) 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 (c) The Administrator the Administrator, the Insurer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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, 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 AdministratorAdministrator and the Insurer. 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 incapa- ble 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall shall, at the expense of the Servicer, have the power and shall shall, at the expense of the Servicer, execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, or any part thereof 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 Owner Trustee trustee pursuant to Section 10.01 SECTION 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. SECTION 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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments an instrument to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such PersonPerson or Persons, in such capacitycapacity and for the benefit of the Certificateholders, such title to the Owner Trust Estate, or any part thereof 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 Owner Trustee pursuant to trustee under Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to under Section 10.03. 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: (ai) 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 shall not an agent of the Owner Trustee and is not be authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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, 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 constitute the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited permitted 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator Depositor and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee Trustee, meeting the eligibility requirements of clauses (i) through (iii) of the first sentence of Section 10.01 hereof, to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, 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 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 Owner Trustee trustee pursuant to clauses (i) or (iii) of Section 10.01 hereof and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.03 hereof. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: : (ai) All all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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 written direction of the Owner Trustee; ; (bii) 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 (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co29 4814-trustee without notice to any Rating Agency or any other Person. 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 co8521-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 co-trustee or separate trustee.2291.2

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Indenture Trustee as Administrator for the purpose of establishing and maintaining the Certificate Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.08 of the Sale and Servicing Agreement. The Owner Trustee and the Administrator each agree that upon the occurrence and continuation of an Indenture Event of Default and a determination by the Indenture Trustee that a conflict of interest exists or will exist if the Indenture Trustee continues to act as the Administrator, the Administrator shall resign and the Owner Trustee shall appoint a successor Administrator in accordance with the Administration Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 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 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Indenture Trustee as Administrator for the purpose of establishing and maintaining the Certificate Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.03 and Section 5.07 of the Transfer and Servicing Agreement. The Owner Trustee and the Administrator each agree that upon the occurrence and continuation of an Indenture Event of Default and a determination by the Indenture Trustee that a conflict of interest exists or will exist if the Indenture Trustee continues to act as the Administrator, the Administrator shall resign and the Owner Trustee shall appoint a successor Administrator in accordance with the Administration Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the AdministratorAdministrator and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing). Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at 201496 HomeBanc 2006-2 Trust Agreement the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Securities Administrator for the purpose of establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 6.02 of the Transfer and Servicing Agreement. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the Securities Administrator. 201496 HomeBanc 2006-2 Trust Agreement Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator Administrator, the Insurer and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator Administrator, the 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 Owner Trustee alone and the Insurer 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 Owner Trustee pursuant Trustee, provided that such co-trustee or successor trustee must be acceptable to Section 10.01 the Rating Agencies and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 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: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (b) 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 (c) The Administrator the Administrator, the Insurer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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, 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 AdministratorAdministrator and the Insurer. 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Boat may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee and reasonably acceptable to the Insurer (so long as the Insurer is the Controlling Party) to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, or any part thereof thereof, and, subject to the other provisions of this SectionSection 6.12, 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 Owner Trustee trustee pursuant to Section 10.01 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. 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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed jointly by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (bii) 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 (ciii) The Administrator the Servicer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. 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. Servicer. (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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust or Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts the Administrator, on behalf of interestthe Trust, the Administrator and the Owner Trustee acting jointly shall have the power and shall may execute and deliver all instruments to appoint one or more Persons Person(s) approved by the Administrator and Owner Trustee to act as co-trusteetrustee(s), jointly with the Owner Trustee, or as separate trustee or separate trusteestrustee(s), of all or any part of the Owner Trust Estate, and to vest in such PersonPerson(s), in such capacitycapacity and for the benefit of the Holders, 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 Administrator, on behalf of the Trust, and the Owner Trustee may consider necessary or desirable. If the Administrator Administrator, on behalf of the Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (ai) 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts act(s) are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or actsact(s), 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; (bii) 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 (ciii) The Administrator the Administrator, on behalf of the Trust, and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 trusteetrustee 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 (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Collateral may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interest, the Administrator performing certain duties and obligations of the Owner Trustee acting jointly with respect to the Trust and the Certificates under the Transfer and Servicing Agreement, the Owner Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 Owner Trustee trustee pursuant to Section 10.01 9.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.039.03. The Owner Trustee hereby appoints the Securities Administrator for the purpose of establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 6.02 of the Transfer and Servicing Agreement. Trust Agreement Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (a) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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; (b) 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 (c) The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 Owner Trustee and a copy thereof given to the Securities Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent 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 co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Assets may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and and, at the request of the Transferor, shall execute and deliver all instruments to appoint one or more Persons approved by Persons, meeting all eligibility requirements of clauses (i) through (iii) of the Administrator and Owner Trustee first sentence of Section 10.01, to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust EstateAssets, and to vest in such Person, in such capacity, such title to the Trust Assets, 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 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 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 Owner Trustee trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.01. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (a) All all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, performed the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the Owner 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 written direction of the Owner Trustee; (b) 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 (c) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 with a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Owner 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 Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreementhereof, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act (at the expense of the Company) as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or to act as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions of this SectionSection 5.12, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If Except as required by applicable law, the Administrator appointment of a co-trustee or separate trustee shall not have joined in such appointment within 15 days after relieve the receipt by it Trustee of a request so to do, the Owner Trustee alone shall have the power to make such appointmentits responsibilities hereunder. No co-trustee or separate trustee under this Agreement hereunder shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to under Section 10.01 5.09 hereunder and no notice to Holders of Notes of the appointment of co-trustee(s) or separate trustee(s) shall be required hereunder. In the case of any appointment of a co-trustee or separate trustee shall be required pursuant to this Section 10.03. Each separate trustee and co-trustee shall5.12, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (a) 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but trustee solely at the direction of the Owner Trustee; (b) . No trustee under this Agreement Indenture shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) Indenture, unless such act or omission results from the negligence or willful misconduct of such trustee. The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Indenture and the conditions of this ArticleArticle Five. Every such instrument shall be filed with the Trustee. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, 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 AgreementIndenture, specifically including every provision of this Agreement Indenture 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 may, at any time appoint time, constitute the Owner Trustee as 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 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 Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. The appointment of a co-trustee or separate trusteetrustee shall not relieve the Trustee of its duties hereunder.

Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements requirement of any jurisdiction in which any part of the Master Owner Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator and the Master Owner Trust Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by each of the Administrator and the Master Owner Trust Trustee to act as co-trustee, jointly with the Master Owner Trust Trustee, or as separate trustee or separate trustees, of all or any part of the Master Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Master Owner Trust Estate, or any part thereof thereof, and, subject to the other provisions of this SectionSECTION 6.12, such powers, duties, obligations, rights and trusts as the Administrator and the Master Owner Trust 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 Master Owner Trust 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 Owner Trustee trustee pursuant to Section 10.01 SECTION 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. SECTION 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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Master Owner Trust Trustee shall be conferred upon and exercised or performed by the Master Owner Trust Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Master Owner Trust Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Master Owner Trust Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Master 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 Master Owner Trust Trustee; (bii) No 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 (ciii) The the Administrator and the Master Owner Trust Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. trustee. (c) Any notice, request or other writing given to the Master Owner Trust 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 Master Owner Trust 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 Master Owner Trust Trustee. Each such instrument shall be filed with the Master Owner Trust Trustee and a copy thereof given to the Administrator. . (d) Any separate trustee or co-trustee may at any time appoint the Master Owner Trust 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 Master Owner Trust Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Mortgaged Property may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator Servicer and the Owner Trustee acting jointly shall have the power power, authority and authorization to, and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Owner 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 Owner Trustee or the Note Insurer 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 appointmentappointment with the consent of the Note Insurer, which consent will not be unreasonably withheld. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee trustee pursuant to Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.0310.3, except that notice to, and the written consent of, the Note Insurer shall be required for the appointment of a co-trustee. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (a) All : all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (b) 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 (c) The Administrator and the Servicer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 or 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 or 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 Owner 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 Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. ‌ (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner property of the Trust Estate or any Financed Vehicle may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts of interest, the Administrator Controlling Trustees and the Owner Delaware Trustee acting jointly shall have the power and shall may execute and deliver all instruments to appoint one or more Persons approved by the Administrator Controlling Trustees and Owner the Delaware Trustee to act as co-trustee, jointly with the Owner Delaware Trustee, or as separate trustee or separate trusteestrustee, of all or any part of the Owner Trust Estateproperty of the Trust, and to vest in such Person, in such capacity, such title to the Trust Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights rights, and trusts as the Administrator Controlling Trustees and the Owner Delaware Trustee may consider necessary or desirable. If the Administrator Controlling Trustees shall not have joined in such appointment within 15 fifteen days after the receipt by it them of a request so to do, the Owner Delaware 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 Owner Trustee pursuant to Section 10.01 10.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. 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: (ai) All all rights, powers, duties duties, and obligations conferred or imposed upon the Owner Delaware Trustee shall be conferred upon and exercised or performed by the Owner Delaware Trustee and such separate trustee or co-trustee jointly (it being understood that jointly, and such separate trustee or co-trustee is not an agent of the Owner Trustee and is not authorized to act separately without the Owner Delaware Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Delaware Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (obligations, including the holding of title to the Owner property of 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 Delaware Trustee; (bii) 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 (ciii) The Administrator and the Beneficial Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Person. trustee. (c) Any notice, request or other writing given to the Owner Trustee Trustees shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if actually 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 Delaware Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner TrusteeTrustees. Each such instrument shall be filed with the Owner Trustee Trustees and a copy thereof given to the Administrator. Beneficial Owner. (d) Any separate trustee or co-trustee may at any time appoint the Owner Delaware Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign resign, or be removed, all of its estates, properties, rights, remedies remedies, and trusts duties shall vest in and be exercised by the Owner Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.

Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of (i) meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle Mortgaged Property may at the time be located, (ii) facilitating enforcement actions and (iii) mitigating conflicts for the purpose of interestperforming certain duties and obligations of the Owner Trustee with respect to the Trust and the Certificates under the Sale and Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Trust, 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 25 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 Owner Trustee trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. The Owner Trustee hereby appoints the Indenture Trustee as Co-Owner Trustee for the purpose of establishing and maintaining the Certificate Distribution Account and making the distributions therefrom to the Persons entitled thereto pursuant to Section 5.06 of the Sale and Servicing Agreement. The Owner Trustee and the Co-Owner Trustee each agree that upon the occurrence and continuation of an Indenture Event of Default and a determination by the Indenture Trustee that a conflict of interest exists or will exist if the Indenture Trustee continues to act as Co-Owner Trustee, the Co-Owner Trustee shall resign and the Owner Trustee shall assume the duties and obligations of the Co-Owner Trustee under the Sale and Servicing Agreement and this Agreement, including without limitation, the obligations of the Co-Owner Trustee as Paying Agent pursuant to Section 3.09 hereof. 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: (ai) All all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred 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 an agent of the Owner Trustee and is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that, that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties duties, and obligations (including the holding of title to the 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;; provided that Co-Owner Trustee, in performing its duties and obligations under the Sale and Servicing Agreement, may act separately in its capacity as Co-Owner Trustee without the Owner Trustee joining in such Acts. (bii) 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 (ciii) The the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee without notice to any Rating Agency or any other Persontrustee. 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 Article. 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 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 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 cotrustee. The Co-trustee Owner Trustee, in its capacity as Co-Owner Trustee, shall not have any rights, duties or separate trusteeobligations except as expressly provided in this Agreement and the Sale and Servicing Agreement.