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

Co-Trustees and Separate Trustees. If at any time it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an “additional trustee”). In the event the Owner Participant shall not have joined in the execution of such agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 in either of such contingencies. Every additional trustee hereunder shall, to the extent permitted by law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:

Co-Trustees and Separate Trustees. If (a) If, at any time --------------------------------- time, it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part property shall be held subject to the Lien of this Indenture, the Trust Estate is locatedShip Mortgage and the U.K. Security Assignment, or the Owner Indenture Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner TrusteeHolders, or a Majority in Interest of Holders of Notes in writing shall so request the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Indenture Trustee and the Owner Participant Trust, the Indenture Trustee and the Owner Trust shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper either (i) to constitute another bank or trust company or one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) Persons approved by the Owner Indenture Trustee and the Owner ParticipantTrust, either to act as co-trusteetrustee or co-trustees of all or any portion of the Indenture Estate, jointly with the Owner TrusteeIndenture Trustee originally named herein or any successor or successors, or to act as separate trustee hereunder (or trustees of all or any such co-trustee portion of the Indenture Estate in each case with such rights, powers, duties and obligations as may be provided in such supplemental indenture or such instrument of appointment as the Indenture Trustee or a Majority in Interest of Holders of Notes may deem necessary or advisable, or (ii) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee being herein sometimes referred trustee, subject in each case to as an “additional trustee”)the remaining provisions of this Section 8.03. In the event that the Owner Participant Trust shall not have joined in the execution of such instruments and agreements supplemental hereto within ten fifteen (15) days after the receipt of a written request from the Owner Indenture Trustee so to dodo so, or in case if an Indenture Event of Default shall occur have occurred and be continuing, the Owner Indenture Trustee may act under the foregoing provisions of this Section 9.02 8.03 without the concurrence of the Owner ParticipantTrust; and the Owner Participant Trust hereby appoints the Owner Indenture Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 8.03(a) in either of such contingencies. Every additional trustee hereunder shallThe Indenture Trustee may, in such capacity, execute deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such co- trustee(s) or separate trustee(s) or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such co-trustee(s) or separate trustee(s). In case any co-trustee(s) or separate trustee(s) appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such co-trustee(s) or separate trustee(s) shall revert to and shall vest in and may be exercised by the Indenture Trustee, to the extent permitted by lawlaw until a successor, be additional or separate trustee is appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:as provided in this Section 8.03(a).

Co-Trustees and Separate Trustees. If Unless an Event of Default shall have occurred and be continuing, at any time it shall be necessary or prudent in order to conform to any law times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which all or any part of the Trust Estate is Property may at the time be located, or the Owner Trustee being advised Depositor and the Administrative Trustees, by counsel agreed action of the majority of such Administrative Trustees, shall determine that it is so necessary or prudent have power to appoint, and upon the written request of the Administrative Trustees, the Depositor shall for such purpose join with the Administrative Trustees in the interest execution, delivery, and performance of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) Persons approved by the Owner Property Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Property Trustee, of all or any part of such Trust Property, or to act as separate trustee hereunder (of any such property, in accordance with Section 310(a) of the Trust Indenture Act, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the 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, or in case a Debenture Event of Default has occurred and is continuing, the Administrative Trustees and the Property Trustee, respectively, alone shall have power to make such appointment. Any co-trustee or separate trustee appointed pursuant to this Section shall satisfy the requirements of Section 8.07. Should any written instrument from the Depositor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee being herein sometimes referred to as an “additional trustee”). In the event the Owner Participant shall not have joined in the execution of such agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to doproperty, title, right, or in case an Event of Default shall occur power, any and all such instruments shall, on request, be continuingexecuted, acknowledged, and delivered by the Owner Trustee may act under the foregoing provisions of this Section 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 in either of such contingenciesDepositor. Every additional co-trustee hereunder or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms, namely:

Co-Trustees and Separate Trustees. If at At any time it shall be necessary or prudent in order to conform to any law times, for the purpose of meeting the legal requirements of the TIA or of any jurisdiction in which all or any part of the Trust Estate is may at the time be located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in Issuer and the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed power to do so by appoint, and, upon the Owner Participantwritten request of the Trustee or of the Holders of Bonds representing more than 50% of the aggregate Class Principal Amount of the Controlling Class with respect to which a co-trustee or separate trustee is being appointed, the Owner Issuer shall for such purpose join with the Trustee in the execution, delivery and the Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) Persons approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, of all or any part of the Trust Estate, or to act as separate trustee hereunder (of any such co-trustee or separate trustee being herein sometimes referred to property, in either case with such powers as an “additional trustee”). In the event the Owner Participant shall not have joined may be provided in the execution instrument of appointment, and to vest in such agreements supplemental hereto Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Issuer does not join in such appointment within ten 15 days after the receipt by it of a written request from the Owner Trustee so to dodo so, or in case an Event of Default shall occur has occurred and be is continuing, the Owner Trustee may act under alone shall have power to make such appointment. Should any written instrument from the foregoing provisions Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. Each notice shall include the name and address of this Section 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorneyany such co-in-fact to act for it under the foregoing provisions of this Section 9.02 in either of such contingenciestrustee or successor trustee. Every additional co-trustee hereunder or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms:

Co-Trustees and Separate Trustees. If (a) If, at any time --------------------------------- time, it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part property shall be held subject to the Lien of this Indenture, the Trust Estate is locatedU.K. Lessor's Mortgage, the U.K. Lessor's Security Assignment or the Owner Ship Mortgage required by Section 3.04, if applicable, the Indenture Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner TrusteeHolders, or a Majority in Interest of Holders of Notes in writing shall so request the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Indenture Trustee and the Owner Participant Trust, the Indenture Trustee and the Owner Trust shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper either (i) to constitute another bank or trust company or one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) Persons approved by the Owner Charterer, the Indenture Trustee and the Owner ParticipantTrust, either to act as co-trusteetrustee or co-trustees of all or any portion of the Indenture Estate, jointly with the Owner TrusteeIndenture Trustee originally named herein or any successor or successors, or to act as separate trustee hereunder (or trustees of all or any such co-trustee portion of the Indenture Estate in each case with such rights, powers, duties and obligations as may be provided in such supplemental indenture or such instrument of appointment as the Indenture Trustee or a Majority in Interest of Holders of Notes may deem necessary or advisable, or (ii) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee being herein sometimes referred trustee, subject in each case to as an “additional trustee”)the remaining provisions of this Section 8.03. In the event that the Charterer or the Owner Participant Trust shall not have joined in the execution of such instruments and agreements supplemental hereto within ten fifteen (15) days after the receipt of a written request from the Owner Indenture Trustee so to dodo so, or in case if an Indenture Event of Default shall occur have occurred and be continuing, the Owner Indenture Trustee may act under the foregoing provisions of this Section 9.02 8.03 without the concurrence of the Charterer or the Owner ParticipantTrust; and each of the Charterer and the Owner Participant Trust hereby appoints the Owner Indenture Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 8.03(a) in either of such contingencies. Every additional trustee hereunder shallThe Indenture Trustee may, in such capacity, execute deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such co-trustee(s) or separate trustee(s) or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such co-trustee(s) or separate trustee(s). In case any co-trustee(s) or separate trustee(s) appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such co-trustee(s) or separate trustee(s) shall revert to and shall vest in and may be exercised by the Indenture Trustee, to the extent permitted by lawlaw until a successor, be additional or separate trustee is appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:as provided in this Section 8.03(a).

Co-Trustees and Separate Trustees. If at any time or times it shall be necessary or prudent in order to conform to any law Applicable Law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons Persons (any and all of which shall be a “citizen Citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) approved by the Owner Trustee and the Owner Participant, either to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or to act as separate trustee or trustees hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an “"additional trustee”"). In the event the Owner Participant shall not have joined in the execution of such agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.02 8.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 8.02 in either of such contingencies. Every additional trustee hereunder shall, to the extent permitted by lawApplicable Law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:

Co-Trustees and Separate Trustees. If (a) If, at any time --------------------------------- time, it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part property shall be held subject to the Lien of this Indenture, the Trust Estate is locatedShip Mortgage and the U.K. Security Assignment, or the Owner Indenture Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner TrusteeHolders, or a Majority in Interest of Holders of Notes in writing shall so request the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Indenture Trustee and the Owner Participant Trust, the Indenture Trustee and the Owner Trust shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper either (i) to constitute another bank or trust company or one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) Persons approved by the Owner Indenture Trustee and the Owner ParticipantTrust, either to act as co-trusteetrustee or co-trustees of all or any portion of the Indenture Estate, jointly with the Owner TrusteeIndenture Trustee originally named herein or any successor or successors, or to act as separate trustee hereunder (or trustees of all or any such co-trustee portion of the Indenture Estate in each case with such rights, powers, duties and obligations as may be provided in such supplemental indenture or such instrument of appointment as the Indenture Trustee or a Majority in Interest of Holders of Notes may deem necessary or advisable, or (ii) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee being herein sometimes referred trustee, subject in each case to as an “additional trustee”)the remaining provisions of this Section 8.03. In the event that the Owner Participant Trust shall not have joined in the execution of such instruments and agreements supplemental hereto within ten fifteen (15) days after the receipt of a written request from the Owner Indenture Trustee so to dodo so, or in case if an Indenture Event of Default shall occur have occurred and be continuing, the Owner Indenture Trustee may act under the foregoing provisions of this Section 9.02 8.03 without the concurrence of the Owner ParticipantTrust; and the Owner Participant Trust hereby appoints the Owner Indenture Trustee its agent and attorney-in-in- fact to act for it under the foregoing provisions of this Section 9.02 8.03(a) in either of such contingencies. Every additional trustee hereunder shallThe Indenture Trustee may, in such capacity, execute deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such co-trustee(s) or separate trustee(s) or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such co- trustee(s) or separate trustee(s). In case any co-trustee(s) or separate trustee(s) appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such co-trustee(s) or separate trustee(s) shall revert to and shall vest in and may be exercised by the Indenture Trustee, to the extent permitted by lawlaw until a successor, be additional or separate trustee is appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:as provided in this Section 8.03(a).

Co-Trustees and Separate Trustees. If at any time it --------------------------------- shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall [Trust Agreement] determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any and all of which shall be a “"citizen of the United States” " as defined in 49 U.S.C. § (S) 40102(a)(15)) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee hereunder (any such co-co- trustee or separate trustee being herein sometimes referred to as an “"additional trustee”"). In the event the Owner Participant shall not have joined in the execution of such agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 in either of such contingencies. Every additional trustee hereunder shall, to the extent permitted by law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:

Co-Trustees and Separate Trustees. If at any time or --------------------------------- times it shall be necessary or prudent in order to conform to any law Applicable Law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons Persons (any and all of which shall be a “citizen Citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) approved by the Owner Trustee and the Owner Participant, either to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or to act as separate trustee or trustees hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an “"additional trustee”"). In the event the Owner Participant shall not have joined in the execution of such agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.02 8.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 8.02 in either of such contingencies. All reasonable fees and expenses of a co-trustee or separate trustee appointed in accordance with this Section 8.02 shall be at Lessee's sole cost and expense. Every additional trustee hereunder shall, to the extent permitted by lawApplicable Law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:

Co-Trustees and Separate Trustees. If at any time or --------------------------------- times it shall be necessary or prudent in order to conform to any law Applicable Law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons Persons (any and all of which shall be a “citizen Citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) approved by the Owner Trustee and the Owner Participant, either to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or to act as separate trustee or trustees hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an “"additional trustee”"). In the event (i) the Owner Participant shall not have joined in the execution of such agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case (ii) an Indenture Event of Default not arising from an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-in- fact to act for it under the foregoing provisions of this Section 9.02 in either of such contingencies. Every additional trustee hereunder shall, to the extent permitted by lawApplicable Law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:

Co-Trustees and Separate Trustees. If at any time (a) the Owner Participant or the Owner Trustee believes that it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate is locatedlocated or to make any claim or bring any suit with respect to the Trust Estate or any Operative Document, (b) the Owner Participant or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner TrusteeTrustee or (c) the Trust Company being advised by counsel that either its day-to-day operations may become subject to regulation by, or the Owner Trustee shall have been directed Trust Company may become subject to do so taxation generally by (in relation to Taxes not indemnified by the Owner ParticipantLessee), or the Trust Company may become generally subject to the jurisdiction of, any jurisdiction other than the State of Delaware, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) approved by the Owner Trustee and the Owner Participant, Persons either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an “additional trustee”). In Additional Trustee“) and to vest in such Additional Trustees, in such capacity, such title to the event the Owner Participant shall not have joined in the execution of Trust Estate or any part thereof, and such agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so rights and duties as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to do, or in case an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.02 without the concurrence of the Owner Participant; . The Owner Trustee shall promptly furnish to the Lessee and the Owner Participant hereby appoints Indenture Trustee a copy of any instrument or agreement appointing an Additional Trustee. Prior to taking any action in any jurisdictions other than on the Owner Trustee its agent and attorney-in-fact Closing Date, the Trust Company shall be entitled to act for it under obtain advice of counsel as to the foregoing provisions likelihood of this Section 9.02 the circumstances described in either of such contingenciessubsection (c) above. Every additional trustee Additional Trustee hereunder shall, to the extent permitted by law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:

Co-Trustees and Separate Trustees. If at At any time it shall be necessary or prudent in order to conform to any law times, for the purpose of meeting the legal requirements of the TIA or of any jurisdiction in which all or any part of the a Trust Estate is may at the time be located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest requirements of the Owner Participant or Series Supplement with respect to any Series of Bonds, the Owner Trustee, or Issuer and the Owner Trustee shall have been directed power to do so appoint, and, upon the written request of the Trustee or of the Holders of Bonds representing more than 50% of the Aggregate Current Principal Amount of the Outstanding Bonds of the Series or Class, as the case may be, secured by the Owner ParticipantTrust Estate with respect to which a co-trustee or separate trustee is being appointed, the Owner Issuer shall for such purpose join with the Trustee in the execution, delivery and the Owner Participant shall execute and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) Persons approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, of all or any part of such Trust Estate, or to act as separate trustee hereunder (of any such co-trustee or separate trustee being herein sometimes referred to property, in either case with such powers as an “additional trustee”). In the event the Owner Participant shall not have joined may be provided in the execution instrument of appointment, and to vest in such agreements supplemental hereto Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Issuer does not join in such appointment within ten 15 days after the receipt by it of a written request from the Owner Trustee so to do, or in case an Event of Default shall occur has occurred and be is continuing, the Owner Trustee may act under alone shall have power to make such appointment. Should any written instrument from the foregoing provisions of this Section 9.02 without Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 in either of such contingenciesIssuer. Every additional co-trustee hereunder or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms:

Co-Trustees and Separate Trustees. If at any time it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant Trustor or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner ParticipantTrustor, the Owner Trustee and the Owner Participant Trustor shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company corporation or one or more persons (any and all of which shall be a “citizen Citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) approved by the Owner Trustee and the Owner ParticipantTrustor, either to act as co-trustee, trustees jointly with the Owner Trustee, or to act as separate trustee hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an “"additional trustee”"). In the event the Owner Participant Trustor shall not have joined in the execution of such agreements supplemental hereto within ten (10) days after the receipt of a written request from the Owner Trustee so to do, or in case an Event of Default shall occur have occurred and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.02 8.05 without the concurrence of the Owner ParticipantTrustor; and the Owner Participant Trustor hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 8.05 in either of such contingencies. Every additional trustee hereunder shall, to the extent permitted by law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:

Co-Trustees and Separate Trustees. If at any time or times it shall be necessary or prudent in order to conform to any law Applicable Law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons Persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)States Citizen) approved by the Owner Trustee and the Owner Participant, either to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or to act as separate trustee or trustees hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an “"additional trustee”"). In the event (i) the Owner Participant shall not have joined in the execution of such agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case (ii) an Event of Default or an Indenture Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 in either of such contingencies. Every additional trustee hereunder shall, to the extent permitted by lawApplicable Law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:

Co-Trustees and Separate Trustees. If (a) If, at any --------------------------------- time it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part property shall be held subject to the Lien of this Indenture, the Trust Estate is located, or the Owner Indenture Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant Holders, or a Majority in Interest of Holders of Notes in writing shall so request the Indenture Trustee and the Owner Trustee, or the Indenture Trustee and the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper either (i) to constitute another bank or trust company or one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) Persons approved by the Owner Lessee, the Indenture Trustee and the Owner ParticipantTrustee, either to act as co-trusteetrustee or co-trustees of all or any portion of the Indenture Estate, jointly with the Owner TrusteeIndenture Trustee originally named herein or any successor or successors, or to act as separate trustee hereunder (or trustees of all or any such co-trustee portion of the Indenture Estate in each case with such rights, powers, duties and obligations as may be provided in such supplemental indenture or such instrument of appointment as the Indenture Trustee or a Majority in Interest of Holders of Notes may deem necessary or advisable, or (ii) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee being herein sometimes referred trustee, subject in each case to as an “additional trustee”)the remaining provisions of this Section 8.03. In the event that the Lessee or Owner Participant Trustee shall not have joined in the execution of such instruments and agreements supplemental hereto within ten fifteen (15) days after the receipt of a written request from the Owner Indenture Trustee so to dodo so, or in case if an Indenture Event of Default shall occur have occurred and be continuing, the Owner Indenture Trustee may act under the foregoing provisions of this Section 9.02 8.03 without the concurrence of the Lessee or Owner ParticipantTrustee; and the Owner Participant Trustee hereby appoints the Owner Indenture Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 8.03(a) in either of such contingencies. Every additional trustee hereunder shallThe Indenture Trustee may, in such capacity, execute deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such co-trustee(s) or separate trustee(s) or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such co-trustee(s) or separate trustee(s). In case any co-trustees or separate trustee(s) appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such co- trustee(s) or separate trustee(s) shall revert to and shall vest in and may be exercised by the Indenture Trustee, to the extent permitted by lawlaw until a successor, be additional or separate trustee is appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:as provided in this Section 8.03(a).

Co-Trustees and Separate Trustees. If at At any time it shall be necessary or prudent in order to conform to any law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of security may at the Trust Estate is time be located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in Borrower, the interest of Subsidiary Guarantor and the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed power to do so by appoint, and upon the Owner Participantwritten request of the Trustee, the Owner Trustee Agent or of the Required Banks, the Borrower and the Owner Participant Subsidiary Guarantor shall execute for such purpose join with the Trustee in execution, delivery and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, and, if deemed necessary by the appointing party, as secured party with respect to all or any part of the security, or to act as separate trustee hereunder (and, if deemed necessary as aforesaid, as secured party with respect to any such co-trustee or separate trustee being herein sometimes referred to property, in either case with such powers as an “additional trustee”). In the event the Owner Participant shall not have joined may be provided in the execution instrument of appointment, and to vest in such agreements supplemental hereto person or persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Borrower and the Subsidiary Guarantor do not join in such appointment within ten fifteen days after the receipt by them of a written request from the Owner Trustee so to do, or in case an Event of Default shall occur has occurred and be is continuing, the Owner Trustee may act under acting alone shall have power to make such appointment. Any person appointed as co-trustee or separate trustee hereunder shall satisfy the foregoing provisions qualifications prescribed in clauses (i), (iii), (iv) and (vi) of this Section 9.02 without 4.06. Should any written instrument from the concurrence of the Owner Participant; Borrower and the Owner Participant hereby appoints Subsidiary Guarantor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Owner Trustee its agent Borrower and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 in either of such contingenciesSubsidiary Guarantor. Every additional co-trustee hereunder or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms, namely:

Co-Trustees and Separate Trustees. If at any time or times it shall be necessary or prudent in order to conform to any law Applicable Law of any jurisdiction in which all or any part of the Trust Estate is located, or the Owner Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust company or one or more persons Persons (any and all of which shall be a “citizen Citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) approved by the Owner Trustee and the Owner Participant, either to act as co-trusteetrustee or co-trustees, jointly with the Owner Trustee, or to act as separate trustee or trustees hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an “"additional trustee”"). In the event (i) the Owner Participant shall not have joined in the execution of such agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, or in case (ii) an Indenture Event of Default not arising from an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.02 without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 in either of such contingencies. Every additional trustee hereunder shall, to the extent permitted by lawApplicable Law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:

Co-Trustees and Separate Trustees. If at any time Whenever (a) the Owner Trustee or the Majority Holders shall deem it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate is locatedshall be situated or to which it may be subject or to make any claim or bring any suit with respect to the Trust Estate or any Operative Agreement, or (b) the Owner Trustee being or the Majority Holders shall be advised by counsel shall determine satisfactory to it or them that it is so necessary or prudent as referenced in the interest of the Owner Participant or the Owner TrusteeSection 9.2(a), or (c) the Owner Trustee shall have been directed to do so by the Owner ParticipantMajority Holders and the Agent, the Owner Trustee and the Owner Participant Holders shall execute and deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to constitute another bank or trust company or one (1) or more persons (any and all of which shall be a “citizen Persons who, unless such Persons are Affiliates of the United States” as defined in 49 U.S.C. § 40102(a)(15)) approved by Owner Trustee, officers of the Owner Trustee or Officers of an Affiliate of the Owner Trustee, must meet the requirements of Section 9.1(c) (and the Owner ParticipantTrustee may appoint one (1) or more of its officers) and who, so long as no Lease Event of Default has occurred and be continuing and to the extent such Person is not an Affiliate or an officer of the Owner Trustee, be subject to the consent of Lessee (which consent shall not be unreasonably withheld or delayed) either to act as co-trusteetrustee or co-trustees (the "Co-Owner Trustee"), jointly with the Owner Trustee, of all or to act any part of the Trust Estate, or as separate trustee hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an “additional trustee”). In the event the Owner Participant shall not have joined in the execution trustees of such agreements supplemental hereto within ten days after the receipt of a written request from the Owner Trustee so to do, all or in case an Event of Default shall occur and be continuing, the Owner Trustee may act under the foregoing provisions of this Section 9.02 without the concurrence any part of the Owner Participant; Trust Estate, and the Owner Participant hereby appoints the Owner Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 vest in either of such contingencies. Every additional trustee hereunder shallPersons, in such capacity, such title to the extent permitted by lawTrust Estate or any part thereof and such rights or duties as may be necessary or desirable, be appointed all for such period and act, under such terms and conditions as are satisfactory to the Owner Trustee and the Holders. To the extent any Affiliate of the Owner Trustee, any officer of the Owner Trustee or any officer of an Affiliate of the Owner Trustee serves as a Co-Owner Trustee and the Agent, the Majority Secured Parties or the Lessee so requests, either the Owner Trustee (in its successors individual capacity) or its ultimate parent company or parent holding company shall act, subject give a written guarantee (in favor of the Financing Parties and the Credit Parties and on terms and conditions reasonably satisfactory to the following provisions Agent, the Majority Secured Parties and conditionsthe Lessee) of performance of any and all obligations of the Co-Owner Trustee in connection with the Properties and pursuant to the Operative Agreements. In such guarantee, the guarantor shall represent and warrant to the beneficiaries thereof that the guarantor satisfies the requirements of Section 9.1(c) or is a corporation organized and existing under the laws of a state in the United States and has net worth of at least $250,000,000. In accordance with the foregoing:

Co-Trustees and Separate Trustees. If (a) If, at any --------------------------------- time it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part property shall be held subject to the Lien of this Indenture and of the Trust Estate is locatedShip Mortgage, or the Owner Indenture Trustee being shall be advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant Holders, or a Majority in Interest of Holders of Notes in writing shall so request the Indenture Trustee and the Owner Trustee, or the Indenture Trustee and the Owner Trustee shall have been directed to do so by the Owner Participant, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper either (i) to constitute another bank or trust company or one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) Persons approved by the Owner Charterer, the Indenture Trustee and the Owner ParticipantTrustee, either to act as co-trusteetrustee or co-trustees of all or any portion of the Indenture Estate, jointly with the Owner TrusteeIndenture Trustee originally named herein or any successor or successors, or to act as separate trustee hereunder (or trustees of all or any such co-trustee portion of the Indenture Estate in each case with such rights, powers, duties and obligations as may be provided in such supplemental indenture or such instrument of appointment as the Indenture Trustee or a Majority in Interest of Holders of Notes may deem necessary or advisable, or (ii) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee being herein sometimes referred trustee, subject in each case to as an “additional trustee”)the remaining provisions of this Section 8.03. In the event that the Charterer or Owner Participant Trustee shall not have joined in the execution of such instruments and agreements supplemental hereto within ten fifteen (15) days after the receipt of a written request from the Owner Indenture Trustee so to dodo so, or in case if an Indenture Event of Default shall occur have occurred and be continuing, the Owner Indenture Trustee may act under the foregoing provisions of this Section 9.02 8.03 without the concurrence of the Charterer or Owner ParticipantTrustee; and the Owner Participant Trustee hereby appoints the Owner Indenture Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 8.03(a) in either of such contingencies. Every additional trustee hereunder shallThe Indenture Trustee may, in such capacity, execute deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such co- trustee(s) or separate trustee(s) or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such co-trustee(s) or separate trustee(s). In case any co-trustees or separate trustee(s) appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such co-trustee(s) or separate trustee(s) shall revert to and shall vest in and may be exercised by the Indenture Trustee, to the extent permitted by lawlaw until a successor, be additional or separate trustee is appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:as provided in this Section 8.03(a).

Co-Trustees and Separate Trustees. If at At any time it shall be necessary or prudent in order to conform to any law times, for the purpose of meeting the legal requirements of any jurisdiction in which all or any part of security may at the Trust Estate is time be located, or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in Borrower, the interest of Subsidiary Guarantors and the Owner Participant or the Owner Trustee, or the Owner Trustee shall have been directed power to do so by appoint, and upon the Owner Participantwritten request of the Trustee, the Owner Trustee Agent or of the Required Banks, the Borrower and the Owner Participant Subsidiary Guarantors shall execute for such purpose join with the Trustee in execution, delivery and deliver an agreement supplemental hereto and performance of all other instruments and agreements necessary or proper to constitute another bank or trust company or appoint, one or more persons (any and all of which shall be a “citizen of the United States” as defined in 49 U.S.C. § 40102(a)(15)) approved by the Owner Trustee and the Owner Participant, either to act as co-trustee, jointly with the Owner Trustee, and, if deemed necessary by the appointing party, as secured party with respect to all or any part of the security, or to act as separate trustee hereunder (and, if deemed necessary as aforesaid, as secured party with respect to any such co-trustee or separate trustee being herein sometimes referred to property, in either case with such powers as an “additional trustee”). In the event the Owner Participant shall not have joined may be provided in the execution instrument of appointment, and to vest in such agreements supplemental hereto person or persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Borrower and the Subsidiary Guarantors do not join in such appointment within ten fifteen days after the receipt by them of a written request from the Owner Trustee so to do, or in case an Event of Default shall occur has occurred and be is continuing, the Owner Trustee may act under acting alone shall have power to make such appointment. Any person appointed as co-trustee or separate trustee hereunder shall satisfy the foregoing provisions qualifications prescribed in clauses (i), (iii), (iv) and (vi) of this Section 9.02 without 4.06. Should any written instrument from the concurrence of the Owner Participant; Borrower and the Owner Participant hereby appoints Subsidiary Guarantors be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Owner Trustee its agent Borrower and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02 in either of such contingenciesSubsidiary Guarantors. Every additional co-trustee hereunder or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditionsterms, namely: