Common use of Appointment of Co Clause in Contracts

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture on its behalf and in its name. If any separate trustee or co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Eligible Lender Trustee or Separate ----------------------------------------------- Indenture ----------------------------------------------------- Eligible Lender Trustee. ----------------- (a) Notwithstanding any other provisions of this Indenture----------------------- Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Administrator and the Eligible Lender Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Eligible Lender Trustee, meeting the eligibility requirements of clauses (i) through (iii) of Section 10.1, to act as a co-trustee or co- trusteestrustee, jointly with the Eligible Lender Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholderscapacity, such title to the Trust Estate, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Administrator and the Eligible Lender 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 Eligible Lender Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to clauses (iv), (v) and (vi) of Section 6.11 10.1 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 6.8. (b) Every 10.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Indenture Eligible Lender Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Eligible Lender Trustee and such separate trustee or co-co- trustee jointly (it being understood that such separate trustee or co-co- trustee is not authorized to act separately without the Indenture Eligible Lender 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 performed, the Indenture Eligible Lender 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Eligible Lender Trustee; (ii) no trustee hereunder under this Agreement shall be personally liable by reason of any act or omission of any other trustee hereunderunder this Agreement; and (iii) the Indenture Administrator and the Eligible Lender Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) . Any notice, request or other writing given to the Indenture Eligible Lender 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 Indenture Agreement and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Eligible Lender Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Eligible Lender Trustee. Every Each such instrument shall be filed with the Indenture Trustee. (d) Eligible Lender Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time constitute appoint the Indenture Trustee, Eligible Lender 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Eligible Lender Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) Trustee --------------------------------------------- Notwithstanding any other provisions of this IndentureAgreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate Fund or property securing any Financed Vehicle Mortgage Note may at the time be located, the Indenture Master Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as a co-trustee or co- trusteesco-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateFund, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Trust Estate, Fund or any part hereofthereof, whichever is applicable, and, subject to the other provisions of this Section 6.108.10, such powers, duties, obligations, rights and trusts as the Indenture Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 8.6 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) 8.8. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) To the extent necessary to effectuate the purposes of this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Indenture Master Servicer hereunder), the 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 applicable 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 Indenture Trustee; (ii) no No trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee hereunder; andhereunder and such appointment shall not, and shall not be deemed to, constitute any such separate trustee or co-trustee as agent of the Trustee; (iii) the Indenture The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.; and (civ) The Master Servicer, and not the Trustee, shall be liable for the payment of reasonable compensation, reimbursement and indemnification to any such separate trustee or co-trustee. Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, when and as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VIVIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Trustee and a copy thereof given to the Master Servicer and the Depositor. Any separate trustee or co-trustee may may, at any time time, constitute the Indenture Trustee, 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Eligible Lender Trustee or Separate ----------------------------------------------- Indenture ----------------------------------------------------- Eligible Lender Trustee. ----------------- (a) Notwithstanding any other provisions of this IndentureAgreement, ----------------------- at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Administrator and the Eligible Lender Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Eligible Lender Trustee, meeting the eligibility requirements of clauses (i) through (iii) of Section 10.1, to act as a co-trustee or co- trusteestrustee, jointly with the Eligible Lender Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholderscapacity, such title to the Trust Estate, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Administrator and the Eligible Lender 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 Eligible Lender Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to clauses (iv), (v) and (vi) of Section 6.11 10.1 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 6.8. (b) Every 10.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Indenture Eligible Lender Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Eligible Lender Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Eligible Lender 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 performed, the Indenture Eligible Lender 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Eligible Lender Trustee; (ii) no trustee hereunder under this Agreement shall be personally liable by reason of any act or omission of any other trustee hereunderunder this Agreement; and (iii) the Indenture Administrator and the Eligible Lender Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) . Any notice, request or other writing given to the Indenture Eligible Lender 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 Indenture Agreement and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Eligible Lender Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Eligible Lender Trustee. Every Each such instrument shall be filed with the Indenture Trustee. (d) Eligible Lender Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time constitute appoint the Indenture Trustee, Eligible Lender 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Eligible Lender Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-co- trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 6.11, and no notice to ------------ Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8.6.08 hereof. ------------ (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate 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 Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture on its behalf and in its name. If any separate trustee or co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture --------------------------------------------------------- Trustee. ------------------------ (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust Estate, or any part hereof, and, and subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-co- trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture --------------------------------------------------------- Trustee. -----------------. (a) Notwithstanding any other provisions of this Indenture, at any ------- time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligationsobli- gations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture --------------------------------------------------------- Trustee. ------------------------ (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee Trustee, with the consent of the Note Insurer (if the Note Insurer is the Controlling Party), shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNote Insurer, such title to the Trust Estate, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee or the Note Insurer may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. -----------------. (a) Notwithstanding any other provisions of this ----------------- Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 hereof ------------ and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8.6.08 hereof. ------------ (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-co- trustee jointly (it being understood that such separate trustee or co-co- trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly solely by such separate trustee or co-trustee, but solely pursuant to and at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon ---------- its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided thereinTrustee, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, 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 Indenture and the Security Agreement [Indenture Trustee] 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 Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture --------------------------------------------------------- Trustee. -----------------. (a) Notwithstanding any other provisions of this Indenture, at ------- any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture --------------------------------------------------------- Trustee. ------------------------ (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and ------------ trusts as the 44 Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the ------------ appointment of any co-trustee or separate trustee shall be required under Section 6.8.. ----------- (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate 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 Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and; (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee; and (iv) The Indenture Trustee shall not be liable for any act or failure to act on the part of any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-co- trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon ---------- its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 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 Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Eligible Lender Trustee or Separate ----------------------------------------------- Indenture Eligible -------------------------------------------------------------- Lender Trustee. ----------------- (a) Notwithstanding any other provisions of this IndentureAgreement, at any -------------- time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Administrator and the Eligible Lender Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Eligible Lender Trustee, meeting the eligibility requirements of clauses (i) through (iii) of Section 10.1, to act as a co-trustee or co- trusteestrustee, jointly with the Eligible Lender Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholderscapacity, such title to the Trust Estate, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Administrator and the Eligible Lender 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 Eligible Lender Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to clauses (iv), (v) and (vi) of Section 6.11 10.1 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 6.8. (b) Every 10.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Indenture Eligible Lender Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Eligible Lender Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Eligible Lender 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 performed, the Indenture Eligible Lender 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Eligible Lender Trustee; (ii) no trustee hereunder under this Agreement shall be personally liable by reason of any act or omission of any other trustee hereunderunder this Agreement; and (iii) the Indenture Administrator and the Eligible Lender Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) . Any notice, request or other writing given to the Indenture Eligible Lender 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 Indenture Agreement and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Eligible Lender Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Eligible Lender Trustee. Every Each such instrument shall be filed with the Indenture Trustee. (d) Eligible Lender Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time constitute appoint the Indenture Trustee, Eligible Lender 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Eligible Lender Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or ---------------------------- Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) ---------------- Notwithstanding any other provisions of this IndentureAgreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate Fund or any Financed Vehicle Mortgaged Property may at the time be located, the Indenture Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as a co-trustee or co- co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateFund, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Trust EstateFund, or any part hereofthereof, and, subject to the other provisions of this Section 6.109.10, such powers, duties, obligations, rights and trusts as the Indenture Servicer and the Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 9.06 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) 9.08. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all All rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood provided, however, that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Indenture Servicer hereunder), the 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 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 Indenture Trustee; (ii) no No trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee hereunder; and (iii) The Servicer and the Indenture Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) . Any notice, request or other writing given to the 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 Indenture Agreement and the conditions of this Article VIIX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically speci- fically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Trustee and a copy thereof given to the Transferor. Any separate trustee or co-trustee may may, at any time time, constitute the Indenture 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Issuer or any Financed Vehicle Dealer may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons approved by the Indenture Trustee to act as a co-trustee or co- co-trustees, jointly with the Indenture Trustee, or separate trustee or separate indenture trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersResidual Interestholder, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, ------------ obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-indenture trustee or separate indenture trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section ------- 6.11 and no notice to Noteholders of the appointment of any co-co- ---- indenture trustee or separate indenture trustee shall be required under Section 6.8.. ----------- (b) Every separate indenture trustee and co-indenture trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate indenture trustee or co-indenture trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no indenture trustee hereunder shall be personally liable by reason of any act or omission of any other indenture trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate indenture trustee or co-indenture trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate indenture trustees and co-indenture trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each ---------- separate indenture trustee and co-indenture trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate indenture trustee or co-indenture trustee may at any time constitute appoint the Indenture Trustee, Trustee as its agent or attorney-attorney- in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate indenture trustee or co- co-indenture trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor indenture trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture --------------------------------------------------------- Trustee. -----------------. (a) Notwithstanding any other provisions of this Indenture, at any ------- time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may may, (with the prior consent of the Swap Counterparty) execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders (and (only to the extent expressly provided herein) the CertificateholdersSwap Counterparty), such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-co- trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or ---------------------------- Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) ------------------------------------ Notwithstanding any other provisions of this IndentureAgreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate Fund or any Financed Vehicle Mortgaged Property may at the time be located, the Indenture Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons ap- proved by the Trustee to act as a co-trustee or co- co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateFund, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Trust EstateFund, or any part hereofthereof, and, subject to the other provisions of this Section 6.109.10, such powers, duties, obligations, rights and trusts as the Indenture Servicer and the Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 9.06 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) 9.08. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all All rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood provided, however, that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed per- formed (whether as Trustee hereunder or as successor to the Indenture Servicer hereunder), the Trustee shall be incompetent or unqualified unquali- fied to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no No trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee hereunder; and (iii) The Servicer and the Indenture Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) . Any notice, request or other writing given to the 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 Indenture Agreement and the conditions of this Article VIIX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Trustee and a copy thereof given to the Seller. Any separate trustee or co-trustee may may, at any time time, constitute the Indenture 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 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 Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Eligible Lender Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) Eligible Lender Trustee Notwithstanding any other provisions of this IndentureTrust Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Administrator and the Eligible Lender Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Eligible Lender Trustee, meeting the eligibility requirements of clauses (i) through (iii) of Section 10.01, to act as a co-trustee or co- trusteestrustee, jointly with the Eligible Lender Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholderscapacity, such title to the Trust Estate, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Administrator and the Eligible Lender 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 Eligible Lender Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Trust Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to clauses (iv) and (v) of Section 6.11 10.01 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 6.8. (b) Every 10.03. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Indenture Eligible Lender Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Eligible Lender Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Eligible Lender 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 performed, the Indenture Eligible Lender 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Eligible Lender Trustee; (ii) no trustee hereunder under this Trust Agreement shall be personally liable by reason of any act or omission of any other trustee hereunderunder this Trust Agreement; and (iii) the Indenture Administrator and the Eligible Lender Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) . Any notice, request or other writing given to the Indenture Eligible Lender 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 Indenture Trust Agreement and the conditions of this Article VIArticle. 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 Indenture Eligible Lender Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureTrust Agreement, specifically including every provision of this Indenture Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Eligible Lender Trustee. Every Each such instrument shall be filed with the Indenture Trustee. (d) Eligible Lender Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time constitute appoint the Indenture Trustee, Eligible Lender 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 Indenture Trust Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Eligible Lender Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee Trustee, Separate Trustee, or Separate ----------------------------------------------- Indenture TrusteeNominee. ------------------------------------------------------------------------ (a) Notwithstanding any other provisions provision of this IndentureAgreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be locatedrequirements, the Indenture Trustee shall have the power and may to execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- trusteestrustee, jointly with the Trustee, or as a separate trustee or separate trusteesnominee, of all or any part of the Trust EstateTrust, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholders and (only to Initial Beneficiaries or the extent expressly provided herein) Collateral Beneficiaries, Liens on the Certificateholders, such title to the Trust EstateDocumented Boats, or any part hereofthereof, and, subject to the other provisions of this Section 6.105.5, such powers, duties, ----------- obligations, rights and trusts as the Indenture Trustee such Persons may consider necessary or desirable. No co-trustee trustee, separate trustee, or separate trustee hereunder nominee under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8.5.1. ----------- (b) Every Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or and co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed performed, the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder under this Agreement shall be personally liable by reason of any act or omission of any other trustee hereunderunder this Agreement; and (iii) the Indenture Initial Beneficiaries and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture 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 Indenture Agreement and the conditions of this Article VISection 5.5. Each separate trustee and co-trustee, upon its acceptance ----------- of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every Each such instrument shall be filed with the Indenture Trustee. (d) Trustee and a copy thereof given to the Initial Beneficiaries and the Collateral Beneficiaries. Any separate trustee or co-trustee may at any time constitute appoint the 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, dissolve, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts relating to this Agreement and the Liens shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Agreement, the appointment of any separate trustee or co-trustee shall not relieve the Trustee of its obligations and duties under this Agreement.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture --------------------------------------------------------------- Trustee. -----------------. (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust Estate, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 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 Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle Assets may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateAssets, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust EstateAssets, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-co- trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee ------------ or separate trustee shall be required under Section 6.8.6.08 hereof. ------------ (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate Assets or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture on its behalf and in its name. If any separate trustee or co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) --------------------------------------------- Notwithstanding any other provisions of this IndentureAgreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, the Indenture Servicer and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee and the Security Insurer to act as a co-trustee or co- trusteestrustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholderscapacity, such title to the Trust EstateTrust, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Servicer and the Owner Trustee may consider necessary or desirable. If the 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) shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 6.11 9.1 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 6.8. (b) Every 9.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Owner Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture 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 performed, the Indenture 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Owner Trustee; (ii) no trustee hereunder under this Agreement shall be personally liable by reason of any act or omission of any other trustee hereunderunder this Agreement; and (iii) the Indenture Servicer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-co- trustee. (c) . Any notice, request or other writing given to the Indenture Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-co- trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Owner Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Owner Trustee. Every Each such instrument shall be filed with the Indenture Trustee. (d) Owner Trustee and a copy thereof given to the Servicer and the Security Insurer. Any separate trustee or co-trustee may at any time constitute appoint the Indenture Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Eligible Lender Trustee or Separate ----------------------------------------------- Indenture ----------------------------------------------------- Eligible Lender Trustee. ----------------- (a) Notwithstanding any other provisions of this IndentureAgreement, ----------------------- at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Administrator and the Eligible Lender Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Eligible Lender Trustee, meeting the eligibility requirements of clauses (i) through (iii) of Section 10.1, to act as a co-trustee or co- trusteestrustee, jointly with the Eligible Lender Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholderscapacity, such title to the Trust Estate, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Administrator and the Eligible Lender 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 Eligible Lender Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to clauses (iv), (v) and (vi) of Section 6.11 10.1 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 6.8. (b) Every 10.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Indenture Eligible Lender Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Eligible Lender Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Eligible Lender 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 performed, the Indenture Eligible Lender 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Eligible Lender Trustee; (ii) no trustee hereunder under this Agreement shall be personally liable by reason of any act or omission of any other trustee hereunderunder this Agreement; and (iii) the Indenture Administrator and the Eligible Lender Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) . Any notice, request or other writing given to the Indenture Eligible Lender 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 Indenture Agreement and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Eligible Lender Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Eligible Lender Trustee. Every Each such instrument shall be filed with the Indenture Trustee. (d) Eligible Lender Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time constitute appoint the Indenture Trustee, Eligible Lender 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Eligible Lender Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. -----------------. (a) Notwithstanding any other provisions of this ----------------- Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-co- trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture ---------------------------------------------------------- Trustee. ------------------------ (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate Collateral or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate 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 Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 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 Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. -----------------Trustee --------------------------------------------- (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee with the prior written consent of the Controlling Party shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust EstateCollateral, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.8 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: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, including acts or omissions of predecessor or successor trustees; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co- trustee shall not relieve the Trustee of its obligations and duties under this Indenture.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) Notwithstanding any other provisions provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle Collateral may at the time be located, the Indenture Trustee Trustee, with the consent of the Insurer (so long as it is the Controlling Party) shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateProperty, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersInsurer, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee or the Insurer (so long as it is the Controlling Party) may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee Indenture Trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate Property or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture on its behalf and in its name. If any separate trustee or co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co- trustee shall not relieve the Indenture Trustee of its obligations and duties under this Indenture.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) Notwithstanding any other provisions of this Indenture, at any time, for ------------------------- It is the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the this Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder that there shall be required to meet the terms no violation of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction (including particularly the law of the Hellenic Republic of Greece) denying or restricting the right of banking corporations or associations to transact business as trustee in which such jurisdiction. It is recognized that in case of litigation under this Indenture or the Agreement, and in particular in case of the enforcement thereof on default, or in the case the Trustee deems that by reason of any particular act present or acts are to be performed future law of any jurisdiction it may not excercise any of the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including rights or remedies herein granted to the holding of Trustee or hold title to the Trust Estate properties, in trust, as herein granted or take any portion thereof action which may be desirable or necessary in any such jurisdiction) shall connection therewith, it may be exercised and performed singly by such necessary that the Trustee appoint an individual or institution as a separate trustee or co-trustee. The following provisions of this Section are adopted to these ends. In the event that the Trustee appoints an additional individual or institution as a separate or co-trustee, but solely at each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the direction of the Indenture Trustee; (ii) no trustee hereunder Trustee with respect thereto shall be personally liable exercisable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any and vest in such separate trustee or co-trustee. (c) Any notice, request or other writing given trustee but only to the Indenture Trustee shall be deemed extent necessary to have been given to each of the then enable such separate trustees and or co-trusteestrustee to exercise such powers, as effectively as if given rights and remedies, and only to each the extent that the Trustee by the laws of them. Every instrument appointing any jurisdiction (including particularly the Hellenic Republic of Greece) is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to the exercise thereof by such separate trustee or co-trustee shall refer run to this Indenture and be enforceable by either of them. Should any instrument in writing from the conditions of this Article VI. Each Company be required by the separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may so appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Company at the expense of the Company; provided, that if an Event of Default shall have occurred and be continuing, if the Company does not execute any time constitute such instrument within fifteen (15) days after request therefor, the Indenture Trustee, its agent or attorney-Trustee shall be empowered as an attorney- in-fact with full power for the Company to execute any such instrument in the Company's name and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its namestead. If In case any separate or co-trustee or co- trustee a successor to either shall die, become incapable of acting, resign or be removed, all of its the estates, properties, rights, remedies powers, trusts, duties and trusts obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without Trustee until the appointment of a new trustee or successor to such separate or co-trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) Trustee ---------------------------------------------------------- Notwithstanding any other provisions of this IndentureAgreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate Fund or property securing any Financed Vehicle Mortgage Note may at the time be located, the Indenture Master Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as a co-trustee or co- trusteesco-trustees jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateFund, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Trust Estate, Fund or any part hereofthereof, whichever is applicable, and, subject to the other provisions of this Section 6.108.10, such powers, duties, obligations, rights and trusts as the Indenture Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 8.6 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) 8.8. Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) To the extent necessary to effectuate the purposes of this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Indenture Master Servicer hereunder), the 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 applicable 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 Indenture Trustee; (ii) no No trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee hereunder; andhereunder and such appointment shall not, and shall not be deemed to, constitute any such separate trustee or co-trustee as agent of the Trustee; (iii) the Indenture The Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.; and (civ) The Master Servicer, and not the Trustee, shall be liable for the payment of reasonable compensation, reimbursement and indemnification to any such separate trustee or co-trustee. Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, when and as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VIVIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Trustee and a copy thereof given to the Master Servicer and the Depositor. Any separate trustee or co-trustee may may, at any time time, constitute the Indenture Trustee, 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. -----------------. (a) Notwithstanding any other provisions of this ----------------- Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 hereof ------------ and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-co- trustee jointly (it being understood that such separate trustee or co-co- trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate 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 Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon ---------- its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided thereinTrustee, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Owner Trustee or Separate ----------------------------------------------- Indenture Owner ------------------------------------------------- Trustee. ----------------- (a) Notwithstanding any other provisions of this IndentureAgreement, at any time, ------- for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle Mortgaged Property may at the time be located, and for the Indenture purpose of performing certain duties and obligations of the Owner Trustee with respect to the Trust and the Residual Interest Certificates under the Master Servicing Agreement, the Administrator and the Owner Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee [and acceptable to the Securities Insurer] to act as a co-trustee or co- trusteesowner trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholderscapacity, such title to the Trust EstateTrust, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Administrator[, the Securities Insurer] and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 25 days after the receipt by it of a request so to do, the Owner Trustee [(with the consent of the Securities Insurer)] shall have the power to make such appointment. No co-owner trustee or separate owner trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to Section 6.11 10.1 and no notice to Noteholders of the appointment of any co-trustee or separate owner trustee shall be required under pursuant to Section 6.8. (b) Every 10.3 [except that notice to, and the written consent of, the Securities Insurer shall be required for the appointment of a co-trustee]. Each separate owner trustee and co-owner trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions provision and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Owner Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Owner Trustee and such separate owner trustee or co-owner trustee jointly (it being understood that such separate owner trustee or co-owner trustee is not authorized to act separately without the Indenture 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 performed, the Indenture 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate owner trustee or co-owner trustee, but solely at the direction of the Owner Trustee; [provided that Paying Agent, in -------- performing its duties and obligations under the Master Servicing Agreement, may act separately in its capacity as Indenture TrusteeTrustee without the Owner Trustee joining in such Acts;] (ii) no owner trustee hereunder under this Agreement shall be personally liable by reason of any act or omission of any other owner trustee hereunderunder this Agreement; and (iii) the Indenture Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate owner trustee or co-owner trustee. (c) . Any notice, request or other writing given to the Indenture Owner Trustee shall be deemed to have been given to each of the then separate owner trustees and co-owner trustees, as effectively as if given to each of them. Every instrument appointing any separate owner trustee or co-trustee owner trustee, other than this Agreement, shall refer to this Indenture Agreement and to the conditions of this Article VIArticle. Each separate owner trustee and co-owner 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 Indenture Owner Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Owner Trustee. Every Each such instrument shall be filed with the Indenture Trustee. (d) Owner Trustee and a copy thereof given to the Administrator. Any separate owner trustee or co-owner trustee may at any time constitute appoint the Indenture Trustee, 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 Indenture Agreement on its behalf and in its name. If any separate owner trustee or co- co-owner trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. [The Indenture Trustee, in its capacity as Paying Agent, shall not have any rights, duties or obligations except as expressly provided in this Agreement and the Master Servicing Agreement.]

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture --------------------------------------------------------- Trustee. ------------------------ (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co- trustee or co-trustee or co- trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateCollateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust EstateCollateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and ------------ trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to ------------ Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8.6.8 . ----------- (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate 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 Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and; (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee; and (iv) the Indenture Trustee shall not be liable for any act or failure to act on the part of any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute appoint the Indenture Trustee, 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 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 Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture ------------------------------------- Trustee. ----------------- (a) ------- Notwithstanding any other provisions of this Indenturehereof, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate Fund or any Financed Vehicle property securing the same may at the time be located, the Indenture Servicer and the Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and the Certificate Insurer with written notice to Xxxxx'x to act as a co-trustee or co- co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust EstateFund, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholderscapacity, such title to the Trust EstateFund, or any part hereofthereof, and, subject to the other provisions of this Section 6.1012.10, such powers, duties, obligations, rights and trusts as the Indenture Servicer and the Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case a Servicer Default shall have occurred and be continuing, the Trustee alone (with the consent of the Certificate Insurer with written notice to Xxxxx'x) shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 12.06 hereunder and no notice to Noteholders Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 12.08 hereof. In the case of any appointment of a co-trustee or separate trustee shall be required under pursuant to this Section 6.8. (b) Every separate trustee and co-trustee shall12.10, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act)jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Indenture Servicer hereunder), the 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 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 Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) . Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VIXII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) . Any separate trustee or co-trustee may may, at any time time, constitute the Indenture 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture --------------------------------------------------------- Trustee. ------------------------ (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee with the prior written consent of the Insurer shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust (including, for purposes of this Section 6.10, all or any part of the Trust Estate), and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersInsurer, such title to the Trust EstateTrust, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, including acts or omissions of predecessor or successor trustees; and (iii) the Indenture Trustee and the Servicer acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee except that following the occurrence of an Event of Servicing Termination, the Indenture Trustee acting alone may accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture on its behalf and in its name. If any separate trustee or co- co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. (e) The Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder, and such fees shall not be a responsibility of the Trust.

Appointment of Co. Indenture Eligible Lender Trustee or Separate ----------------------------------------------- Indenture ------------------------------------------------------ Eligible Lender Trustee. ----------------- (a) Notwithstanding any other provisions of this Indenture----------------------- Agreement, at any time, for the purpose of meeting any legal requirement requirements of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Administrator and the Eligible Lender Trustee acting jointly shall have the power and may shall execute and deliver all instruments to appoint one or more Persons approved by the Eligible Lender Trustee, meeting the eligibility requirements of clauses (i) through (iii) of Section 10.1, to act as a co-trustee or co- trusteestrustee, jointly with the Eligible Lender Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or PersonsPerson, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholderscapacity, such title to the Trust Estate, or any part hereofthereof, and, subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Administrator and the Eligible Lender 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 Eligible Lender Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder under this Agreement shall be required to meet the terms of eligibility as a successor trustee under pursuant to clauses (iv), (v) and (vi) of Section 6.11 10.1 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under pursuant to Section 6.8. (b) Every 10.3. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties duties, and obligations conferred or imposed upon the Indenture Eligible Lender Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Eligible Lender Trustee and such separate trustee or co-co- trustee jointly (it being understood that such separate trustee or co-co- trustee is not authorized to act separately without the Indenture Eligible Lender 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 performed, the Indenture Eligible Lender 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Eligible Lender Trustee; (ii) no trustee hereunder under this Agreement shall be personally liable by reason of any act or omission of any other trustee hereunderunder this Agreement; and (iii) the Indenture Administrator and the Eligible Lender Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) . Any notice, request or other writing given to the Indenture Eligible Lender 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 Indenture Agreement and the conditions of this Article VIArticle. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Eligible Lender Trustee or separately, as may be provided therein, subject to all the provisions of this IndentureAgreement, specifically including every provision of this Indenture Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Eligible Lender Trustee. Every Each such instrument shall be filed with the Indenture Trustee. (d) Eligible Lender Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time constitute appoint the Indenture Trustee, Eligible Lender 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Eligible Lender Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Appointment of Co. Indenture Trustee or Separate ----------------------------------------------- Indenture Trustee. ----------------- (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co- co-trustees, or separate trustee or separate trustees, of all or any part of the Trust EstateTrust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and (only to the extent expressly provided herein) the CertificateholdersNoteholders, such title to the Trust Estate, or any part hereof, and, and subject to the other provisions of this Section 6.10Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.86.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the 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 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-co- trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture Agreement on its behalf and in its name. If any separate trustee or co- trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.