Common use of Co-Trustees and Separate Trustees Clause in Contracts

Co-Trustees and Separate Trustees. Whenever the Owner Trustee shall deem it necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the Trust Estate, the Owner Trust Certificates or any Operative Agreement, or the Owner Trustee shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudent, the Owner Trustee and the Certificateholders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute one or more Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either as co-trustees or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the Certificateholders. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever At any time or times, for the Owner Trustee shall deem it necessary or prudent in order to conform to any law purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate shall Mortgaged Property may at the time be situated or to make any claim or be a party to any suit with respect to the Trust Estatelocated, the Owner Trust Certificates or any Operative Agreement, or Company and the Owner Trustee shall be advised have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in writing by counsel reasonably satisfactory to it that it is so necessary or prudentprincipal amount of the Bonds then Outstanding, the Owner Company shall for such purpose join with the Trustee in the execution and the Certificateholders shall execute and deliver an agreement supplemental hereto and delivery of all other instruments and agreements, and shall take all other action, agreements necessary or proper to constitute appoint, one or more PersonsPersons approved by the Trustee and, who need not meet if no Event of Default shall have occurred and be continuing, by the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), Company either to act as co-trustees or co-trustees trustee, jointly with the Owner Trustee Trustee, of all or any part of the Trust EstateMortgaged Property, or to act as separate trustee or separate trustees of all or any part such property, in either case with such powers as may be provided in the instrument of the Trust Estateappointment, and to vest in such Person or Persons, in such capacitythe capacity aforesaid, such title to the Trust Estate any property, title, right or any part thereof and such rights or duties as may be power deemed necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory subject to the Owner other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee and alone shall have power to make such appointment. Should any written instrument or instruments from the Certificateholders. In case Company be required by any co-trustee or separate trustee shall dieso appointed to more fully confirm to such co-trustee or separate trustee such property, become incapable of actingtitle, resign right or be removedpower, the title to the Trust Estate any and all rights such instruments shall, on request, be executed, acknowledged and duties of such delivered by the Company. Every co-trustee or separate trustee shall, so far as to the extent permitted by law, vest but to such extent only, be appointed subject to the following conditions: (i) the Bonds shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee; (ii) the rights, without powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment of a successor to shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee; (iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. Whenever (a) At any time or times, if the Owner Issuer, the Trustee shall deem or any Noteholder determines that it is necessary or prudent in order to conform to any law for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate shall may at the time be situated or to make any claim or be a party to any suit with respect to the Trust Estatelocated, the Owner Trust Certificates or any Operative AgreementIssuer and the Trustee shall have power to appoint, and, upon the written request of the Trustee or the Owner Trustee shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudentholders of a majority of the then Outstanding Principal Amount of the Notes, the Owner Issuer shall for such purpose join with the Trustee in the execution, delivery, and the Certificateholders shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements, and shall take all other action, agreements necessary or proper to constitute one or more Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), Persons approved by the Trustee either to act as co-trustees or co-trustees trustee, jointly with the Owner Trustee Trustee, of all or any part of the such Trust Estate, or to act as separate trustee or separate trustees of all or any part such property, in either case with such powers as may be provided in the instrument of the Trust Estateappointment, and to vest in such PersonsPerson or Persons in the capacity aforesaid, in such capacityany property, such title to the Trust Estate title, right or any part thereof and such rights or duties as may be power deemed necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory subject to the Owner Trustee other provisions of this Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Certificateholders. In case Trustee, or the holders of a majority of the then Outstanding Principal Amount of the Notes, alone shall have power to make such appointment. (b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee shall dieso appointed for more fully confirming to such co-trustee or separate trustee such property, become incapable of actingtitle, resign right, or be removedpower, the title to the Trust Estate any and all rights such instruments shall, on request, be executed, acknowledged and duties of such delivered by the Issuer. Every co-trustee or separate trustee shall, so far as to the extent permitted by law, vest but to such extent only, be appointed subject to the following terms: (i) The Notes shall be authenticated and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee. (ii) The rights, powers, duties, and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee. (iii) The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Trust Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Issuer. Upon the written request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (iv) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such trustee hereunder and the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.12. (v) Any Act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. Whenever At any time or times, for the Owner Trustee shall deem it necessary or prudent in order to conform to any law purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate shall Mortgaged Property may at the time be situated or to make any claim or be a party to any suit with respect to the Trust Estatelocated, the Owner Trust Certificates or any Operative Agreement, or Company and the Owner Trustee shall be advised have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percentum (33%) in writing by counsel reasonably satisfactory to it that it is so necessary or prudentprincipal amount of the Securities then Outstanding, the Owner Company shall for such purpose join with the Trustee in the execution and the Certificateholders shall execute and deliver an agreement supplemental hereto and delivery of all other instruments and agreements, and shall take all other action, agreements necessary or proper to constitute appoint, one or more PersonsPersons approved by the Trustee and, who need not meet if no Event of Default shall have occurred and be continuing, by the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), Company either to act as co-trustees or co-trustees trustee, jointly with the Owner Trustee Trustee, of all or any part of the Trust EstateMortgaged Property, or to act as separate trustee or separate trustees of all or any part such property, in either case with such powers as may be provided in the instrument of the Trust Estateappointment, and to vest in such Person or Persons, in such capacitythe capacity aforesaid, such title to the Trust Estate any property, title, right or any part thereof and such rights or duties as may be power deemed necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory subject to the Owner other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee and alone shall have power to make such appointment. Should any written instrument or instruments from the Certificateholders. In case Company be required by any co-trustee or separate trustee shall dieso appointed to more fully confirm to such co-trustee or separate trustee such property, become incapable of actingtitle, resign right or be removedpower, the title to the Trust Estate any and all rights such instruments shall, on request, be executed, acknowledged and duties of such delivered by the Company. Every co-trustee or separate trustee shall, so far as to the extent permitted by law, vest but to such extent only, be appointed subject to the following conditions: (A) the Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee; (B) the rights, without powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment of a successor to shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee; (C) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (D) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (E) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. Whenever (a) At any time or times, if the Owner Issuer, the Trustee shall deem or any Noteholder determines that it is necessary or prudent in order to conform to any law for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate shall may at the time be situated or to make any claim or be a party to any suit with respect to the Trust Estatelocated, the Owner Trust Certificates or any Operative AgreementIssuer and the Trustee shall have power to appoint, and, upon the written request of the Trustee or the Owner Trustee shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudentholders of a majority of the then Outstanding Principal Amount of the Notes, the Owner Issuer shall for such purpose join with the Trustee in the execution, delivery, and the Certificateholders shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements, and shall take all other action, agreements necessary or proper to constitute one or more Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), Persons approved by the Trustee either to act as co-trustees or co-trustees trustee, jointly with the Owner Trustee Trustee, of all or any part of the such Trust Estate, or to act as separate trustee or separate trustees of all or any part such property, in either case with such powers as may be provided in the instrument of the Trust Estateappointment, and to vest in such PersonsPerson or Persons in the capacity aforesaid, in such capacityany property, such title to the Trust Estate title, right or any part thereof and such rights or duties as may be power deemed necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory subject to the Owner Trustee other provisions of this Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Certificateholders. In case Trustee, or the holders of a majority of the then Outstanding Principal Amount of the Notes, alone shall have power to make such appointment. (b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee shall dieso appointed for more fully confirming to such co-trustee or separate trustee such property, become incapable of actingtitle, resign right, or be removedpower, the title to the Trust Estate any and all rights such instruments shall, on request, be executed, acknowledged and duties of such delivered by the Issuer. (i) Every co-trustee or separate trustee shall, so far as to the extent permitted by law, vest but to such extent only, be appointed subject to the following terms: (ii) The Notes shall be authenticated and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised, solely by the Trustee. (iii) The rights, powers, duties, and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee. (iv) The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Trust Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Issuer. Upon the written request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (v) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such trustee hereunder and the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.12. (vi) Any Act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Delaware Trustee or the Required Certificateholders shall deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to bring any suit with respect to the Trust Estate, Estate or the Owner Trust Certificates or any Operative AgreementIndenture, or the Owner Delaware Trustee or the Required Certificateholders shall be advised in writing by counsel reasonably satisfactory to it or them that it is so necessary or prudent, the Owner Delaware Trustee and the Certificateholders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute one or more Persons, who need not meet the requirements of Section 9.1(c) hereof persons (and the Owner Delaware Trustee may appoint one or more of its officers), ) either as co-trustees trustee or co-trustees jointly with the Owner Delaware Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Personspersons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Delaware Trustee and the Required Certificateholders and, until the termination of the Indenture in accordance with its terms as are reasonably satisfactory to the Owner Trustee and the CertificateholdersTrustee. In case any co-trustee or separate trustee shall dissolve, die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Delaware Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee shall or the Managing Beneficiary will deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall will be situated or to make any claim or be a party to bring any suit with respect to the Trust Estate, or whenever the Owner Trust Certificates or any Operative Agreement, Trustee or the Owner Trustee shall Beneficiary will be advised in writing by counsel reasonably satisfactory to it them that it such action is so necessary or prudent, the Owner Trustee and the Certificateholders shall Beneficiary will execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall will take all other actionactions, necessary or proper to constitute one or more Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), Persons either as co-trustees trustee or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as a separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof thereof, and such rights or duties duties, as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the CertificateholdersBeneficiary. In case a Disqualification Event will occur with respect to any such co-trustee or separate trustee, a separate co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, appointed and the title to the Trust Estate and all rights and duties of such disqualified co-trustee or separate trustee shallwill, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such disqualified co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever At any time or times, for the Owner Trustee shall deem it necessary or prudent in order to conform to any law purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate shall Fund may at the time be situated or to make any claim or be a party to any suit with respect to the Trust Estatelocated, the Owner Trust Certificates or any Operative Agreement, or Depositor and the Owner Trustee shall be advised in writing by counsel reasonably satisfactory have power to it that it is so necessary appoint, and, upon the written request of the Trustee or prudentof the Holders of Certificates representing more than 50% of the Aggregate Current Principal Amount of the Outstanding Regular Certificates, the Owner Depositor shall for such purpose join with the Trustee in the execution, delivery and the Certificateholders shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements, and shall take all other action, agreements necessary or proper to constitute appoint, one or more Persons, who need not meet Persons approved by the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either to act as co-trustees or co-trustees trustee, jointly with the Owner Trustee Trustee, of all or any part of the Trust EstateFund, or to act as separate trustee or separate trustees of all or any part such property, in either case with such powers as may be provided in the instrument of the Trust Estateappointment, and to vest in such PersonsPerson or Persons in the capacity aforesaid, in such capacityany property, such title to the Trust Estate title, right or any part thereof and such rights or duties as may be power deemed necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory subject to the Owner other provisions of this Section. If the Depositor does not join in such appointment within 15 days after the receipt by it of a request so to do, the Trustee and alone shall have power to make such appointment. Should any written instrument from the Certificateholders. In case Depositor be required by any co-trustee or separate trustee shall dieso appointed for more fully confirming to such co-trustee or separate trustee such property, become incapable of actingtitle, resign right or be removedpower, the title to the Trust Estate any and all rights such instruments shall, on request, be executed, acknowledged and duties of such delivered by the Depositor. Every co-trustee or separate trustee shall, so far as to the extent permitted by law, vest but to such extent only, be appointed subject to the following terms: (a) The Certificates shall be executed and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited with, the Trustee hereunder, shall be exercised, solely by the Trustee. (b) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee. (c) The Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Depositor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section. Upon the written request of the Trustee, the Depositor shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (d) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder and the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder. (e) Any Act of Certificateholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the Trust Estate, the Owner Trust Certificates Certificates, the Bonds or any Operative Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to it each of them that it is so necessary or prudent, the Owner Trustee and the Certificateholders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute one or more Personspersons or entities, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either as co-trustees or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Personspersons or entities, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the Certificateholders. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the Trust Estate, the Owner Trust Certificates Certificates, the Bonds or any Operative Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to it each of them that it is so necessary or prudent, the Owner Trustee and the Certificateholders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute one or more PersonsPersons , who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either as co-trustees or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the Certificateholders. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever At any time or times, for the Owner purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall deem it necessary or prudent in order have power to conform to any law of any jurisdiction in which all or any part appoint, and, upon the written request of the Trust Estate shall be situated Trustee or to make any claim or be a party to any suit with respect to of the Trust EstateHolders of at least 33% in principal amount of the Notes then outstanding, the Owner Trust Certificates or any Operative Agreement, or Company shall for such purpose join with the Owner Trustee shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudent, the Owner Trustee execution and the Certificateholders shall execute and deliver an agreement supplemental hereto and delivery of all other instruments and agreements, and shall take all other action, agreements necessary or proper to constitute appoint, one or more Persons, who need not meet Persons approved by the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either to act as co-trustees or co-trustees trustee, jointly with the Owner Trustee of all or any part of the Trust EstateTrustee, or to act as separate trustee or separate trustees trustee, in either case with such powers as may be provided in the instrument of all or any part of the Trust Estateappointment, and to vest in such Person or Persons, in such capacitythe capacity aforesaid, such title to the Trust Estate any property, title, right or any part thereof and such rights or duties as may be power deemed necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory subject to the Owner other provisions of this Section. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee and alone shall have power to make such appointment. Should any written instrument or instruments from the Certificateholders. In case Company be required by any co-trustee or separate trustee shall dieso appointed to more fully confirm to such co-trustee or separate 000-0000-0000/13/AMERICAS trustee such property, become incapable of actingtitle, resign right or be removedpower, the title to the Trust Estate any and all rights such instruments shall, on request, be executed, acknowledged and duties of such delivered by the Company. Every co-trustee or separate trustee shall, so far as to the extent permitted by law, vest but to such extent only, be appointed subject to the following conditions: (a) the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of Notes, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee; (b) the rights, without powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment of a successor to shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; and (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder. Any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee or the --------------------------------- Investor shall deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to bring any suit with respect to the Trust Estate, the Owner Trust Certificates Notes or any Operative AgreementDocument, or the Owner Trustee or the Investor shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudent, the Owner Trustee and the Certificateholders Investor shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute appoint one or more Persons, who need not meet the requirements of Section 9.1(c) hereof Persons (and the Owner Trustee may appoint one or more of its officers), ) either as co-trustees trustee or co-co- trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the CertificateholdersInvestor. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the Trust Estate, the Owner Trust Certificates Certificates, the Bonds or any Operative Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to it each of them that it is so necessary or prudent, the Owner Trustee and the Certificateholders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute one or more PersonsPersons or entities, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officersResponsible Officers), either as co-trustees or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Personspersons or entities, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the Certificateholders. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee or all --------------------------------- Certificate Holders shall deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to bring any suit with respect to the Trust Estate, the Owner Trust Certificates Securities or any Operative Agreement, or the Owner Trustee or each of the Certificate Holders shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudent, the Owner Trustee and each of the Certificateholders Certificate Holders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute appoint one or more Persons, who need not meet the requirements of Section 9.1(c) hereof Persons (and the Owner Trustee may appoint one or more of its officers), ) either as co-trustees trustee or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the CertificateholdersCertificate Holders. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the Trust Estate, the Owner Trust Certificates Certificates, the Notes or any Operative Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to it each of them that it is so necessary or prudent, the Owner Trustee and the Certificateholders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute one or more Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either as co-trustees or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the Certificateholders. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and end duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee shall or the Managing Beneficiary will deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall will be situated or to make any claim or be a party to bring any suit with respect to the Trust Estate, or whenever the Owner Trust Certificates or any Operative Agreement, Trustee or the Owner Trustee shall Beneficiaries will be advised in writing by counsel reasonably satisfactory to it them that it such action is so necessary or prudent, the Owner Trustee and the Certificateholders shall Beneficiaries will execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall will take all other actionactions, necessary or proper to constitute one or more Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), Persons either as co-trustees trustee or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as a separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof thereof, and such rights or duties duties, as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the CertificateholdersBeneficiaries. In case a Disqualification Event will occur with respect to any such co-trustee or separate trustee shall die, become incapable of acting, resign or be removedtrustee, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shallwill, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the Trust Estate, the Owner Trust Certificates Certificates, the Notes or any Operative Related Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to it each of them that it is so necessary or prudent, the Owner Trustee and the Certificateholders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute one or more Personspersons or entities, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either as co-trustees or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Personspersons or entities, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the Certificateholders. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever At any time or times, for the Owner purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall deem it necessary or prudent in order have power to conform to any law of any jurisdiction in which all or any part appoint, and, upon the written request of the Trust Estate shall be situated Trustee or to make any claim or be a party to any suit with respect to of the Trust EstateHolders of at least thirty-three percent (33%) in principal amount of the Notes then Outstanding, the Owner Trust Certificates or any Operative Agreement, or Company shall for such purpose join with the Owner Trustee shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudent, the Owner Trustee execution and the Certificateholders shall execute and deliver an agreement supplemental hereto and delivery of all other instruments and agreements, and shall take all other action, agreements necessary or proper to constitute appoint, one or more Persons, who need not meet Persons approved by the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either to act as co-trustees or co-trustees trustee, jointly with the Owner Trustee of all or any part of the Trust EstateTrustee, or to act as separate trustee or separate trustees trustee, in either case with such powers as may be provided in the instrument of all or any part of the Trust Estateappointment, and to vest in such Person or Persons, in such capacitythe capacity aforesaid, such title to the Trust Estate any property, title, right or any part thereof and such rights or duties as may be power deemed necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory subject to the Owner other provisions of this Section. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee and alone shall have power to make such appointment. Should any written instrument or instruments from the Certificateholders. In case Company be required by any co-trustee or separate trustee shall dieso appointed to more fully confirm to such co-trustee or separate trustee such property, become incapable of actingtitle, resign right or be removedpower, the title to the Trust Estate any and all rights such instruments shall, on request, be executed, acknowledged and duties of such delivered by the Company. Every co-trustee or separate trustee shall, so far as to the extent permitted by law, vest but to such extent only, be appointed subject to the following conditions: (a) the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of Notes, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee; (b) the rights, without powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment of a successor to shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder; and (e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. Whenever At any time or times, for the Owner purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall deem it necessary or prudent in order have power to conform to any law of any jurisdiction in which all or any part appoint, and, upon the written request of the Trust Estate shall be situated Trustee or to make any claim or be a party to any suit with respect to of the Trust Estateholders of at least 25% in principal amount of the Securities then outstanding, the Owner Trust Certificates or any Operative Agreement, or Company shall for such purpose join with the Owner Trustee shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudent, the Owner Trustee execution and the Certificateholders shall execute and deliver an agreement supplemental hereto and delivery of all other instruments and agreements, and shall take all other action, agreements necessary or proper to constitute appoint, one or more Persons, who need not meet Persons approved by the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either to act as co-trustees or co-trustees trustee, jointly with the Owner Trustee of all or any part of the Trust EstateTrustee, or to act as separate trustee or separate trustees trustee, in either case with such powers as may be provided in the instrument of all or any part of the Trust Estateappointment, and to vest in such Person or Persons, in such capacitythe capacity aforesaid, such title to the Trust Estate any property, title, right or any part thereof and such rights or duties as may be power deemed necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory subject to the Owner other provisions of this Section. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee and alone shall have power to make such appointment. Should any written instrument or instruments from the Certificateholders. In case Company be required by any co-trustee or separate trustee shall dieso appointed to more fully confirm to such co-trustee or separate trustee such property, become incapable of actingtitle, resign right or be removedpower, the title to the Trust Estate any and all rights such instruments shall, on request, be executed, acknowledged and duties of such delivered by the Company. Every co-trustee or separate trustee shall, so far as to the extent permitted by law, vest but to such extent only, be appointed subject to the following conditions: (a) the Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee; (b) the rights, without powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment of a successor to shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements, necessary or proper to effectuate such resignation or removal. A successor to any co- trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder; and (e) any notice from the holders of Securities delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the Trust Estate, the Owner Trust Certificates Certificates, the Bonds or any Operative Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to it each of them that it is so necessary or prudent, the Owner Trustee and the Certificateholders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute one or more Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either as co-trustees or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the Certificateholders. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever (a) At any time or times, for the Owner Trustee shall deem it necessary or prudent in order to conform to any law purpose of meeting the legal requirements of any jurisdiction in which all or any part of the Trust Estate shall may at the time be situated located or to make any claim or be maintaining the situs of Permitted Investments in a party to any suit with respect to particular jurisdiction, Golden State Petroleum, as agent for the Trust EstateOwners, and the Owner Trust Certificates or any Operative Agreement, or the Owner Indenture Trustee shall be advised have power to appoint, and, upon the written request of the Indenture Trustee or of the Holders of at least 25% in writing by counsel reasonably satisfactory to it that it is so necessary or prudentprincipal amount of the Mortgage Notes Outstanding, Golden State Petroleum, as agent for the Owner Owners, shall for such purpose join with the Indenture Trustee in the execution, delivery and the Certificateholders shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements, and shall take all other action, agreements necessary or proper to constitute appoint, one or more Persons, who need not meet Persons approved by the requirements of Section 9.1(c) hereof (and the Owner Indenture Trustee may appoint one or more of its officers), either to act as co-trustees or co-trustees trustee, jointly with the Owner Trustee of Indenture Trustee, or all or any part of the Trust Estate, or to act as separate trustee or separate trustees of all or any part such property, in either case with such powers as may be provided in the instrument of the Trust Estateappointment, and to vest in such PersonsPerson or Persons in the capacity aforesaid, in such capacityany property, such title to the Trust Estate title, right or any part thereof and such rights or duties as may be power deemed necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory subject to the Owner other provisions of this Section. If Golden State Petroleum, as agent for the Owners, does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Indenture Trustee and alone shall have power to make such appointment. (b) Should any written instrument from Golden State Petroleum, as agent for the Certificateholders. In case Owners, be required by any co-trustee or separate trustee shall dieso appointed for more fully confirming to such co-trustee or separate trustee such property, become incapable of actingtitle, resign right or be removedpower, the title to the Trust Estate any and all rights such instruments shall, on request, be executed, acknowledged and duties of such delivered by Golden State Petroleum. (c) Every co-trustee or separate trustee shall, so far as to the extent permitted by law, vest but to such extent only, be appointed subject to the following terms, namely: (i) The Mortgage Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised solely, by the Owner Indenture Trustee. (ii) The rights, powers, duties and obligations hereby conferred or imposed upon the Indenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Indenture Trustee or by the Indenture Trustee and such co-trustee or separate trustee jointly or with the written consent of the Indenture Trustee, without as shall be provided in the appointment instrument appointing such co-trustee or separate trustee, except to the extent that under any law of a successor any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or not qualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. (iii) The Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Golden State Petroleum, as agent for the Owners, evidenced by a Board Resolution, may accept the resignation or remove any co-trustee or separate trustee appointed under this Section, and, in case an Indenture Event of Default has occurred and is continuing, the Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of Golden State Petroleum, as agent for the Owners. Upon the written request of the Indenture Trustee, Golden State Petroleum, as agent for the Owners, shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (iv) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Indenture Trustee, or any other such trustee hereunder. (v) Any act of Noteholders delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee. ARTICLE NINE

Co-Trustees and Separate Trustees. Whenever At any time or times, for the Owner purpose of meeting the legal requirements of any applicable jurisdiction, the Company, the Guarantor and the Trustee shall deem it necessary or prudent in order have power to conform to any law of any jurisdiction in which all or any part appoint, and, upon the written request of the Trust Estate shall be situated Trustee or to make any claim or be a party to any suit with respect to of the Trust EstateHolders of at least thirty-three per centum (33%) in principal amount of the Debt Securities then Outstanding, the Owner Trust Certificates or any Operative Agreement, or the Owner Trustee shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudent, the Owner Trustee Company and the Certificateholders Guarantor shall execute for such purpose join with the Trustee in the execution and deliver an agreement supplemental hereto and delivery of all other instruments and agreements, and shall take all other action, agreements necessary or proper to constitute appoint, one or more Persons, who need not meet Persons approved by the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either to act as co-trustees or co-trustees trustee, jointly with the Owner Trustee of all or any part of the Trust EstateTrustee, or to act as separate trustee or separate trustees trustee, in either case with such powers as may be provided in the instrument of all or any part of the Trust Estateappointment, and to vest in such Person or Persons, in such capacitythe capacity aforesaid, such title to the Trust Estate any property, title, right or any part thereof and such rights or duties as may be power deemed necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory subject to the Owner Trustee other provisions of this Section. If the Company and the CertificateholdersGuarantor do not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. In case Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee shall dieso appointed to more fully confirm to such co-trustee or separate trustee such property, become incapable of actingtitle, resign right or be removedpower, the title to the Trust Estate any and all rights such instruments shall, on request, be executed, acknowledged and duties of such delivered by the Company. Every co-trustee or separate trustee shall, so far as to the extent permitted by law, vest but to such extent only, be appointed subject to the following conditions: (a) the Debt Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee; (b) the rights, without powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co- trustee or separate trustee, except to the extent that under any law of a successor any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the Guarantor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company or the Guarantor. Upon the written request of the Trustee, the Company and the Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder; and (e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee or --------------------------------- all Certificate Holders shall deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to bring any suit with respect to the Trust Estate, the Owner Trust Certificates Securities or any Operative Agreement, or the Owner Trustee or each of the Certificate Holders shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudent, the Owner Trustee and each of the Certificateholders Certificate Holders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute appoint one or more Persons, who need not meet the requirements of Section 9.1(c) hereof Persons (and the Owner Trustee may appoint one or more of its officers), ) either as co-trustees trustee or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the CertificateholdersCertificate Holders. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever At any time or times, for the Owner purpose of meeting the legal requirements of any applicable jurisdiction, the Company, the Guarantor and the Trustee shall deem it necessary or prudent in order have power to conform to any law of any jurisdiction in which all or any part appoint, and, upon the written request of the Trust Estate shall be situated Trustee or to make any claim or be a party to any suit with respect to of the Trust EstateHolders of at least thirty-three per centum (33%) in principal amount of the Debt Securities then Outstanding, the Owner Trust Certificates or any Operative Agreement, or the Owner Trustee shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudent, the Owner Trustee Company and the Certificateholders Guarantor shall execute for such purpose join with the Trustee in the execution and deliver an agreement supplemental hereto and delivery of all other instruments and agreements, and shall take all other action, agreements necessary or proper to constitute appoint, one or more Persons, who need not meet Persons approved by the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either to act as co-trustees or co-trustees trustee, jointly with the Owner Trustee of all or any part of the Trust EstateTrustee, or to act as separate trustee or separate trustees trustee, in either case with such powers as may be provided in the instrument of all or any part of the Trust Estateappointment, and to vest in such Person or Persons, in such capacitythe capacity aforesaid, such title to the Trust Estate any property, title, right or any part thereof and such rights or duties as may be power deemed necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory subject to the Owner Trustee other provisions of this Section. If the Company and the CertificateholdersGuarantor do not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. In case Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee shall dieso appointed to more fully confirm to such co-trustee or separate trustee such property, become incapable of actingtitle, resign right or be removedpower, the title to the Trust Estate any and all rights such instruments shall, on request, be executed, acknowledged and duties of such delivered by the Company. Every co-trustee or separate trustee shall, so far as to the extent permitted by law, vest but to such extent only, be appointed subject to the following conditions: (a) the Debt Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee; (b) the rights, without powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment of a successor to shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the Guarantor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company or the Guarantor. Upon the written request of the Trustee, the Company and the Guarantor shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder; and (e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. Whenever the Trustee or a Majority in Interest of Owner Trustee Participants shall deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to bring any suit with respect to the Trust Estate, Estate or the Owner Trust Certificates or any Operative AgreementDocuments, or either the Trustee or a Majority in Interest of Owner Trustee Participants shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudent, the Owner Trustee and the Certificateholders a Majority in Interest of Owner Participants shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute one or more Persons, who need not meet the requirements of Section 9.1(c) hereof persons (and the Owner Trustee may appoint one or more of its officers), ) (any and all of which shall be a "citizen of the United States" as defined in Section 101(16) of the Act) either as co-trustees trustee or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Personspersons, in such capacity, such title to the Trust Estate or any part thereof thereof, and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the Certificateholdersa Majority in Interest of Owner Participants. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.

Co-Trustees and Separate Trustees. Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any law Law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the Trust Estate, the Owner Trust Certificates Ownership Certificate, the Bonds or any of the Operative AgreementAgreements, the Owner Trustee or the Owner Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to it each of them that it is so necessary or prudent, the Owner Trustee and the Certificateholders Ownership Certificateholder shall execute and deliver an agreement supplemental hereto and all other instruments and agreements, and shall take all other action, necessary or proper to constitute one or more Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers), either as co-trustees or co-trustees jointly with the Owner Trustee of all or any part of the Trust Estate, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are reasonably satisfactory to the Owner Trustee and the CertificateholdersOwnership Certificateholder. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all rights and duties of such co-trustee or separate trustee shall, so far as permitted by lawLaw, vest in and be exercised by the Owner Trustee, without the appointment of a successor to such co-trustee or separate trustee.