Common use of Appointment of Co-Trustee Clause in Contracts

Appointment of Co-Trustee. (a) The Co-Trustee is hereby appointed to serve as trustee solely in respect of the Transferred Assets. The Co-Trustee shall not undertake nor have any of the duties of the Owner Trustee or the Delaware Trustee and shall have no obligations under this Agreement other than as expressly stated in this Section 2.6 and in Section 2.9(a)(ii). (b) The compensation of the Co-Trustee will be separately agreed to between the Master Servicer and the Co-Trustee. The Co-Trustee shall have no claim against the Owner Trustee, the Delaware Trustee, the Depositor or any of the Owner Trust Estate or the Trust Estate for the payment of any of its fees and expenses. The Master Servicer shall indemnify and hold harmless the Co-Trustee for any loss suffered as a result of acting as Co-Trustee hereunder. (c) The Co-Trustee shall, at all times, be a national banking association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers having aggregate capital surplus and undivided profits of at least $50,000,000, and subject to supervision or examination by a federal or state authority, and otherwise acceptable to the Master Servicer. If at any time the Co-Trustee ceases to be eligible in accordance with this subsection, the Co-Trustee shall resign immediately in the manner and with the effect specified in Section 2.6(d). The national banking association serving as Co-Trustee may have normal banking and trust relationships with the Transferor and its affiliates. (d) The Co-Trustee may at any time resign and be discharged from the trusts hereby created (1) by giving written notice of resignation to the Master Servicer and the Owner Trustee, not less than 60 days before the date specified in the notice when the resignation is to take effect, and (2) upon acceptance of appointment by a successor co-trustee in accordance with this Subsection and meeting the qualifications in Section 2.6(c). If no successor co-trustee shall have been so appointed and have accepted appointment within 60 days after the notice or resignation, the resigning Co-Trustee may petition any court of competent jurisdiction for the appointment of a successor co-trustee. If at any time (i) the Co-Trustee ceases to be eligible in accordance with Section 2.6(c) and fails to resign after written request by the Master Servicer or the Owner Trustee, or (ii) the Co-Trustee becomes incapable of acting, or is adjudged as bankrupt or insolvent, or a receiver of the Co-Trustee or of its property is appointed, or any public officer takes charge of the Co-Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation, then the Master Servicer or the Owner Trustee may remove the Co-Trustee and appoint a successor co-trustee by written instrument, with copies delivered to the Co-Trustee, the Master Servicer, the Owner Trustee and the successor co-trustee. Any successor co-trustee shall be paid pursuant to an agreement with Master Servicer and the Owner Trust Estate and the Trust Estate shall not be used to satisfy any obligation to pay the compensation of the successor co-trustee. Any resignation or removal of the Co-Trustee and appointment of a successor co-trustee pursuant to this Subsection shall become effective only upon acceptance of appointment by the successor co-trustee as provided in this Subsection. (e) Any successor co-trustee appointed as provided in Section 2.6(c) shall execute, acknowledge, and deliver to the Master Servicer, the Owner Trustee, and to its predecessor co-trustee an instrument accepting its appointment and thereupon the resignation or removal of the predecessor co-trustee shall become effective and the successor co-trustee, without anything further, shall become fully vested with all the rights and obligations of its predecessor hereunder, with the like effect as if originally named as co-trustee. The Co-Trustee shall deliver the Transferred Assets to the successor co-trustee upon the appointment of the successor co-trustee. (f) The Co-Trustee represents and warrants as to itself that it is duly authorized under applicable law, its charter, and its by-laws to execute and deliver this Agreement, and to perform its obligations under this Agreement, and that all corporate action necessary or required therefor has been duly and effectively taken or obtained and all federal and state governmental consents and approvals required with respect thereto have been obtained. (g) All parties to this Agreement agree that in any suit for the enforcement of any right under this Agreement, or in any suit against the Co-Trustee for any action taken, suffered, or omitted by it as Co-Trustee, any court may in its discretion require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and that the court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. (h) The Co-Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. (i) Before the Co-Trustee acts or refrains from acting, it may require an Officer's Certificate or an opinion of counsel. The Co-Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or opinion of counsel unless other evidence is specifically required. (j) The Co-Trustee shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Co-Trustee shall have all of the rights and benefits of and limitations on liability afforded to the Indenture Trustee under Article VI of the Indenture to the same extent as though the Co-Trustee had been named in the various provisions of Article VI of the Indenture. Without limiting the generality of the foregoing, the Co-Trustee and any director, officer, employee or agent of the Co-Trustee shall be indemnified by the Master Servicer and held harmless by the Master Servicer against any loss, liability or expense (including reasonable attorney's fees and expenses) arising out of, relating to or in connection with (i) this Agreement, the Indenture, the Notes or in connection with their respective duties hereunder or thereunder or any legal action relating thereto, other than any loss, liability or expense incurred by reason of willful misconduct, negligence or bad faith in the performance of its duties hereunder or thereunder, or incurred by reason of any action of the Co-Trustee at the direction of the Noteholders, and (ii) any audit, controversy or judicial proceeding relating to a governmental taxing authority.

Appointment of Co-Trustee. (a) The Co-Trustee is hereby appointed to serve as trustee solely in respect of the Transferred Assets. The Co-Trustee shall not undertake nor have any of the duties of the Owner Trustee or the Delaware Trustee and shall have no obligations under this Amended and Restated Trust Agreement other than as expressly stated in this Section 2.6 2.4B and in Section 2.9(a)(ii2.7(a)(ii). (b) The compensation of the Co-Trustee will be separately agreed to between the Master Servicer and the Co-Trustee. The Co-Trustee shall have no claim against the Owner Trustee, the Delaware Trustee, the Depositor or any of the Owner Trust Estate or the Trust Estate for the payment of any of its fees and expenses. The Master Servicer shall indemnify and hold harmless the Co-Trustee for any loss suffered as a result of acting as Co-Trustee hereunder. (c) The Co-Trustee shall, at all times, be a national banking association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers having aggregate capital surplus and undivided profits of at least $50,000,000, and subject to supervision or examination by a federal or state authority, and otherwise acceptable to the Master Servicer. If at any time the Co-Trustee ceases to be eligible in accordance with this subsection, the Co-Trustee shall resign immediately in the manner and with the effect specified in Section 2.6(d2.4B(d). The national banking association serving as Co-Trustee may have normal banking and trust relationships with the Transferor and its affiliates. (d) The Co-Trustee may at any time resign and be discharged from the trusts hereby created (1) by giving written notice of resignation to the Master Servicer Servicer, the Insurer and the Owner Trustee, not less than 60 days before the date specified in the notice when the resignation is to take effect, and (2) upon acceptance of appointment by a successor co-trustee in accordance with this Subsection and meeting the qualifications in Section 2.6(c2.4B(c). If no successor co-trustee shall have been so appointed and have accepted appointment within 60 days after the notice or resignation, the resigning Co-Trustee may petition any court of competent jurisdiction for the appointment of a successor co-trustee. If at any time (i) the Co-Trustee ceases to be eligible in accordance with Section 2.6(c2.4B(c) and fails to resign after written request by the Master Servicer or the Owner Trustee, or (ii) the Co-Trustee becomes incapable of acting, or is adjudged as bankrupt or insolvent, or a receiver of the Co-Trustee or of its property is appointed, or any public officer takes charge of the Co-Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation, then the Master Servicer or the Owner Trustee may remove the Co-Trustee and appoint a successor co-trustee by written instrument, with copies delivered to the Co-Trustee, the Master Servicer, the Insurer, the Owner Trustee and the successor co-trustee. Any successor co-trustee shall be paid pursuant to an agreement with Master Servicer and the Owner Trust Estate and the Trust Estate shall not be used to satisfy any obligation to pay the compensation of the successor co-trustee. Any resignation or removal of the Co-Trustee and appointment of a successor co-trustee pursuant to this Subsection shall become effective only upon acceptance of appointment by the successor co-trustee as provided in this Subsection. (e) Any successor co-trustee appointed as provided in Section 2.6(c2.4B(c) shall execute, acknowledge, and deliver to the Master Servicer, the Insurer, the Owner Trustee, and to its predecessor co-trustee an instrument accepting its appointment and thereupon the resignation or removal of the predecessor co-trustee shall become effective and the successor co-trustee, without anything further, shall become fully vested with all the rights and obligations of its predecessor hereunder, with the like effect as if originally named as co-trustee. The Co-Trustee shall deliver the Transferred Assets to the successor co-trustee upon the appointment of the successor co-trustee. (f) The Co-Trustee represents and warrants as to itself that it is duly authorized under applicable law, its charter, and its by-laws to execute and deliver this Amended and Restated Trust Agreement, and to perform its obligations under this Amended and Restated Trust Agreement, and that all corporate action necessary or required therefor has been duly and effectively taken or obtained and all federal and state governmental consents and approvals required with respect thereto have been obtained. (g) All parties to this Amended and Restated Trust Agreement agree that in any suit for the enforcement of any right under this Trust Agreement, or in any suit against the Co-Trustee for any action taken, suffered, or omitted by it as Co-Trustee, any court may in its discretion require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and that the court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. (h) The Co-Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. (i) Before the Co-Trustee acts or refrains from acting, it may require an Officer's Certificate or an opinion Opinion of counselCounsel. The Co-Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or opinion Opinion of counsel Counsel unless other evidence is specifically required. (j) The Co-Trustee shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Co-Trustee shall have all of the rights and benefits of and limitations on liability afforded to the Indenture Trustee under Article VI of the Indenture to the same extent as though the Co-Trustee had been named in the various provisions of Article VI of the Indenture. Without limiting the generality of the foregoing, the Co-Trustee and any director, officer, employee or agent of the Co-Trustee shall be indemnified by the Master Servicer and held harmless by the Master Servicer against any loss, liability or expense (including reasonable attorney's fees and expenses) arising out of, relating to or in connection with (i) this Agreement, the Indenture, the Notes or in connection with their respective duties hereunder or thereunder or any legal action relating thereto, other than any loss, liability or expense incurred by reason of willful misconduct, negligence or bad faith in the performance of its duties hereunder or thereunder, or incurred by reason of any action of the Co-Trustee at the direction of the Noteholders, and (ii) any audit, controversy or judicial proceeding relating to a governmental taxing authority.

Appointment of Co-Trustee. (a) The Co-Trustee is hereby appointed to serve as trustee solely in respect of the Transferred Assets. The Co-Trustee shall not undertake nor have any of the duties of the Owner Trustee or the Delaware Trustee and shall have no obligations under this Amended and Restated Trust Agreement other than as expressly stated in this Section 2.6 and in Section 2.9(a)(ii). (b) The compensation of the Co-Trustee will be separately agreed to between the Master Servicer and the Co-Trustee. The Co-Trustee shall have no claim against the Owner Trustee, the Delaware Trustee, the Depositor or any of the Owner Trust Estate or the Trust Estate for the payment of any of its fees and expenses. The Master Servicer shall indemnify and hold harmless the Co-Trustee for any loss suffered as a result of acting as Co-Trustee hereunder. (c) The Co-Trustee shall, at all times, be a national banking association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers having aggregate capital surplus and undivided profits of at least $50,000,000, and subject to supervision or examination by a federal or state authority, and otherwise acceptable to the Master Servicer. If at any time the Co-Trustee ceases to be eligible in accordance with this subsection, the Co-Trustee shall resign immediately in the manner and with the effect specified in Section 2.6(d). The national banking association serving as Co-Trustee may have normal banking and trust relationships with the Transferor and its affiliates. (d) The Co-Trustee may at any time resign and be discharged from the trusts hereby created (1) by giving written notice of resignation to the Master Servicer and the Owner Trustee, not less than 60 days before the date specified in the notice when the resignation is to take effect, and (2) upon acceptance of appointment by a successor co-trustee in accordance with this Subsection and meeting the qualifications in Section 2.6(c). If no successor co-trustee shall have been so appointed and have accepted appointment within 60 days after the notice or resignation, the resigning Co-Trustee may petition any court of competent jurisdiction for the appointment of a successor co-trustee. If at any time (i) the Co-Trustee ceases to be eligible in accordance with Section 2.6(c) and fails to resign after written request by the Master Servicer or the Owner Trustee, or (ii) the Co-Trustee becomes incapable of acting, or is adjudged as bankrupt or insolvent, or a receiver of the Co-Trustee or of its property is appointed, or any public officer takes charge of the Co-Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation, then the Master Servicer or the Owner Trustee may remove the Co-Trustee and appoint a successor co-trustee by written instrument, with copies delivered to the Co-Trustee, the Master Servicer, the Owner Trustee and the successor co-trustee. Any successor co-trustee shall be paid pursuant to an agreement with Master Servicer and the Owner Trust Estate and the Trust Estate shall not be used to satisfy any obligation to pay the compensation of the successor co-trustee. Any resignation or removal of the Co-Trustee and appointment of a successor co-trustee pursuant to this Subsection shall become effective only upon acceptance of appointment by the successor co-trustee as provided in this Subsection. (e) Any successor co-trustee appointed as provided in Section 2.6(c) shall execute, acknowledge, and deliver to the Master Servicer, the Owner Trustee, and to its predecessor co-trustee an instrument accepting its appointment and thereupon the resignation or removal of the predecessor co-trustee shall become effective and the successor co-trustee, without anything further, shall become fully vested with all the rights and obligations of its predecessor hereunder, with the like effect as if originally named as co-trustee. The Co-Trustee shall deliver the Transferred Assets to the successor co-trustee upon the appointment of the successor co-trustee. (f) The Co-Trustee represents and warrants as to itself that it is duly authorized under applicable law, its charter, and its by-laws to execute and deliver this Amended and Restated Trust Agreement, and to perform its obligations under this Amended and Restated Trust Agreement, and that all corporate action necessary or required therefor has been duly and effectively taken or obtained and all federal and state governmental consents and approvals required with respect thereto have been obtained. (g) All parties to this Amended and Restated Trust Agreement agree that in any suit for the enforcement of any right under this Trust Agreement, or in any suit against the Co-Trustee for any action taken, suffered, or omitted by it as Co-Trustee, any court may in its discretion require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and that the court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. (h) The Co-Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. (i) Before the Co-Trustee acts or refrains from acting, it may require an Officer's Certificate or an opinion Opinion of counselCounsel. The Co-Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or opinion Opinion of counsel Counsel unless other evidence is specifically required. (j) The Co-Trustee shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Co-Trustee shall have all of the rights and benefits of and limitations on liability afforded to the Indenture Trustee under Article VI of the Indenture to the same extent as though the Co-Trustee had been named in the various provisions of Article VI of the Indenture. Without limiting the generality of the foregoing, the Co-Trustee and any director, officer, employee or agent of the Co-Trustee shall be indemnified by the Master Servicer and held harmless by the Master Servicer against any loss, liability or expense (including reasonable attorney's fees and expenses) arising out of, relating to or in connection with (i) this Agreement, the Indenture, the Notes or in connection with their respective duties hereunder or thereunder or any legal action relating thereto, other than any loss, liability or expense incurred by reason of willful misconduct, negligence or bad faith in the performance of its duties hereunder or thereunder, or incurred by reason of any action of the Co-Trustee at the direction of the Noteholders, and (ii) any audit, controversy or judicial proceeding relating to a governmental taxing authority.

Appointment of Co-Trustee. (a) The Co-Trustee is hereby appointed to serve as trustee solely in respect of the Transferred Assets. The Co-Trustee shall not undertake nor have any of the duties of the Owner Trustee or the Delaware Trustee and shall have no obligations under this Agreement other than as expressly stated in this Section 2.6 and in Section 2.9(a)(ii). (b) The compensation of the Co-Trustee will be separately agreed to between the Master Servicer and the Co-Trustee. The Co-Trustee shall have no claim against the Owner Trustee, the Delaware Trustee, the Depositor or any of the Owner Trust Estate or the Trust Estate for the payment of any of its fees and expenses. The Master Servicer shall indemnify and hold harmless the Co-Trustee for any loss suffered as a result of acting as Co-Trustee hereunder. (c) The Co-Trustee shall, at all times, be a national banking association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers having aggregate capital surplus and undivided profits of at least $50,000,000, and subject to supervision or examination by a federal or state authority, and otherwise acceptable to the Master Servicer. If at any time the Co-Trustee ceases to be eligible in accordance with this subsection, the Co-Trustee shall resign immediately in the manner and with the effect specified in Section 2.6(d). The national banking association serving as Co-Trustee may have normal banking and trust relationships with the Transferor and its affiliates. (d) The Co-Trustee may at any time resign and be discharged from the trusts hereby created (1) by giving written notice of resignation to the Master Servicer and the Owner Trustee, not less than 60 days before the date specified in the notice when the resignation is to take effect, and (2) upon acceptance of appointment by a successor co-trustee in accordance with this Subsection and meeting the qualifications in Section 2.6(c). If no successor co-trustee shall have been so appointed and have accepted appointment within 60 days after the notice or of resignation, the resigning Co-Trustee may petition any court of competent jurisdiction for the appointment of a successor co-trustee. If at any time (i) the Co-Trustee ceases to be eligible in accordance with Section 2.6(c) and fails to resign after written request by the Master Servicer or the Owner Trustee, or (ii) the Co-Trustee becomes incapable of acting, or is adjudged as bankrupt or insolvent, or a receiver of the Co-Trustee or of its property is appointed, or any public officer takes charge of the Co-Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation, then the Master Servicer or the Owner Trustee may remove the Co-Trustee and appoint a successor co-trustee by written instrument, with copies delivered to the Co-Trustee, the Master Servicer, the Owner Trustee and the successor co-trustee. Any successor co-trustee shall be paid pursuant to an agreement with Master Servicer Servicer, and the Owner Trust Estate and the Trust Estate shall not be used to satisfy any obligation to pay the compensation of the successor co-trustee. Any resignation or removal of the Co-Trustee and appointment of a successor co-trustee pursuant to this Subsection shall become effective only upon acceptance of appointment by the successor co-trustee as provided in this Subsection. (e) Any successor co-trustee appointed as provided in Section 2.6(c) shall execute, acknowledge, and deliver to the Master Servicer, the Owner Trustee, and to its predecessor co-trustee an instrument accepting its appointment and thereupon the resignation or removal of the predecessor co-trustee shall become effective and the successor co-trustee, without anything further, shall become fully vested with all the rights and obligations of its predecessor hereunder, with the like effect as if originally named as co-trustee. The Co-Trustee shall deliver the Transferred Assets to the successor co-trustee upon the appointment of the successor co-trustee. (f) The Co-Trustee represents and warrants as to itself that it is duly authorized under applicable law, its charter, and its by-laws to execute and deliver this Agreement, and to perform its obligations under this Agreement, and that all corporate action necessary or required therefor has been duly and effectively taken or obtained and all federal and state governmental consents and approvals required with respect thereto have been obtained. (g) All parties to this Agreement agree that in any suit for the enforcement of any right under this Agreement, or in any suit against the Co-Trustee for any action taken, suffered, or omitted by it as Co-Trustee, any court may in its discretion require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and that the court may in its discretion assess reasonable costs, including reasonable attorneys' ’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. (h) The Co-Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. (i) Before the Co-Trustee acts or refrains from acting, it may require an Officer's ’s Certificate or an opinion of counsel. The Co-Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's ’s Certificate or opinion of counsel unless other evidence is specifically required. (j) The Co-Trustee shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Co-Trustee shall have all of the rights and benefits of and limitations on liability afforded to the Indenture Trustee under Article VI of the Indenture to the same extent as though the Co-Trustee had been named in the various provisions of Article VI of the Indenture. Without limiting the generality of the foregoing, the Co-Trustee and any director, officer, employee or agent of the Co-Trustee shall be indemnified by the Master Servicer and held harmless by the Master Servicer against any loss, liability or expense (including reasonable attorney's ’s fees and expenses) arising out of, relating to or in connection with (i) this Agreement, the Indenture, the Notes or in connection with their respective duties hereunder or thereunder or any legal action relating thereto, other than any loss, liability or expense incurred by reason of willful misconduct, negligence or bad faith in the performance of its duties hereunder or thereunder, or incurred by reason of any action of the Co-Trustee at the direction of the Noteholders, and (ii) any audit, controversy or judicial proceeding relating to a governmental taxing authority.

Appointment of Co-Trustee. (a) The Co-Trustee is hereby appointed to serve as trustee solely in respect of the Transferred Assets. The Co-Trustee shall not undertake nor have any of the duties of the Owner Trustee or the Delaware Trustee and shall have no obligations under this Amended and Restated Trust Agreement other than as expressly stated in this Section 2.6 2.4B and in Section 2.9(a)(ii2.7(a)(ii). (b) The compensation of the Co-Trustee will be separately agreed to between the the Master Servicer and the Co-Trustee. The Co-Trustee shall have no claim against the Owner Trustee, the Delaware Trustee, the Depositor or any of the Owner Trust Estate or the Trust Estate for the payment of any of its fees and expenses. The Master Servicer shall indemnify and hold harmless the Co-Trustee for any loss suffered as a result of acting as Co-Trustee hereunder. (c) The Co-Trustee shall, at all times, be a national banking association organized and doing business under the laws of a state or the United States of America, authorized under such laws to exercise corporate trust powers having aggregate capital surplus and undivided profits of at least $50,000,000, and subject to supervision or examination by a federal or state authority, and otherwise acceptable to the Master Servicer. If at any time the Co-Trustee ceases to be eligible in accordance with this subsection, the Co-Trustee shall resign immediately in the manner and with the effect specified in Section 2.6(d2.4B(d). The national banking association serving as Co-Trustee may have normal banking and trust relationships with the Transferor and its affiliates. (d) The Co-Trustee may at any time resign and be discharged from the trusts hereby created (1) by giving written notice of resignation to the Master Servicer Servicer, the Insurer and the Owner Trustee, not less than 60 days before the date specified in the notice when the resignation is to take effect, and (2) upon acceptance of appointment by a successor co-trustee in accordance with this Subsection and meeting the qualifications in Section 2.6(c2.4B(c). If no successor co-trustee shall have been so appointed and have accepted appointment within 60 days after the notice or resignation, the resigning Co-Trustee may petition any court of competent jurisdiction for the appointment of a successor co-trustee. If at any time (i) the Co-Trustee ceases to be eligible in accordance with Section 2.6(c2.4B(c) and fails to resign after written request by the Master Servicer or the Owner Trustee, or (ii) the Co-Trustee becomes incapable of acting, or is adjudged as bankrupt or insolvent, or a receiver of the Co-Trustee or of its property is appointed, or any public officer takes charge of the Co-Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation, then the Master Servicer or the Owner Trustee may remove the Co-Trustee and appoint a successor co-trustee by written instrument, with copies delivered to the Co-Trustee, the Master Servicer, the Insurer, the Owner Trustee and the successor co-trustee. Any successor co-trustee shall be paid pursuant to an agreement with Master Servicer and the Owner Trust Estate and the Trust Estate shall not be used to satisfy any obligation to pay the compensation of the successor co-trustee. Any resignation or removal of the Co-Trustee and appointment of a successor co-trustee pursuant to this Subsection shall become effective only upon acceptance of appointment by the successor co-trustee as provided in this Subsection. (e) Any successor co-trustee appointed as provided in Section 2.6(c2.4B(c) shall execute, acknowledge, and deliver to the Master Servicer, the Insurer, the Owner Trustee, and to its predecessor co-trustee an instrument accepting its appointment and thereupon the resignation or removal of the predecessor co-trustee shall become effective and the successor co-trustee, without anything further, shall become fully vested with all the rights and obligations of its predecessor hereunder, with the like effect as if originally named as co-trustee. The Co-Trustee shall deliver the Transferred Assets to the successor co-trustee upon the appointment of the successor co-trustee. (f) The Co-Trustee represents and warrants as to itself that it is duly authorized under applicable law, its charter, and its by-laws to execute and deliver this Amended and Restated Trust Agreement, and to perform its obligations under this Amended and Restated Trust Agreement, and that all corporate action necessary or required therefor has been duly and effectively taken or obtained and all federal and state governmental consents and approvals required with respect thereto have been obtained. (g) All parties to this Amended and Restated Trust Agreement agree that in any suit for the enforcement of any right under this Trust Agreement, or in any suit against the Co-Trustee for any action taken, suffered, or omitted by it as Co-Trustee, any court may in its discretion require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and that the court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. (h) The Co-Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. (i) Before the Co-Trustee acts or refrains from acting, it may require an Officer's Certificate or an opinion Opinion of counselCounsel. The Co-Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer's Certificate or opinion Opinion of counsel Counsel unless other evidence is specifically required. (j) The Co-Trustee shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Co-Trustee shall have all of the rights and benefits of and limitations on liability afforded to the Indenture Trustee under Article VI of the Indenture to the same extent as though the Co-Trustee had been named in the various provisions of Article VI of the Indenture. Without limiting the generality of the foregoing, the Co-Trustee and any director, officer, employee or agent of the Co-Trustee shall be indemnified by the Master Servicer and held harmless by the Master Servicer against any loss, liability or expense (including reasonable attorney's fees and expenses) arising out of, relating to or in connection with (i) this Agreement, the Indenture, the Notes or in connection with their respective duties hereunder or thereunder or any legal action relating thereto, other than any loss, liability or expense incurred by reason of willful misconduct, negligence or bad faith in the performance of its duties hereunder or thereunder, or incurred by reason of any action of the Co-Trustee at the direction of the Noteholders, and (ii) any audit, controversy or judicial proceeding relating to a governmental taxing authority.