Common use of SEPARATE AND CO-TRUSTEES Clause in Contracts

SEPARATE AND CO-TRUSTEES. The Trustee may, upon giving prior written notice to the Issuer and after consultation with the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders but without the consent of the Issuer, the Holders or the Couponholders, appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee: (a) if the Trustee considers such appointment to be in the interests of the Holders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against the Issuer. The Issuer irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses incurred by the Trustee.

SEPARATE AND CO-TRUSTEES. The 27.1 Notwithstanding the provisions of Clause 26, the Trustee may, upon giving prior written notice to the Issuer and after consultation with the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders Guarantors (but without the consent of the Issuer, the Holders Guarantors, the Noteholders or the Couponholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee: (a) if the Trustee considers such appointment to be in the interests of the HoldersNoteholders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against the Issuer. The Issuer and/or the Guarantors. 27.2 Each of the Issuer and each of the Original Guarantors hereby irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such personperson in agreement with the Issuer, together with any attributable costs, charges and expenses Liabilities incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses Liabilities incurred by the Trustee.

SEPARATE AND CO-TRUSTEES. The Notwithstanding the provisions of sub-clause 21.1 above, the Trustee may, upon giving prior written notice to the Issuer and after prior consultation with the Issuer where, in the reasonable opinion of the Trustee, Trustee such consultation will not be materially prejudicial to the interests of the Holders is practicable (but without the consent of the Issuer, the Holders Noteholders or the Couponholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee: (a) if the Trustee considers such appointment to be in the interests of the HoldersNoteholders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against the Issuer. The Issuer hereby irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable properly incurred remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses Liabilities incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses Liabilities incurred by the Trustee.

SEPARATE AND CO-TRUSTEES. The Notwithstanding the provisions of subclause (B) above, the Note Trustee may, upon giving prior written notice to the First Issuer and after consultation with the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders (but without requiring the consent of the Issuer, the Holders First Issuer or the CouponholdersNoteholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Note Trustee: (ai) if the Note Trustee considers such appointment to be in the interests of the HoldersNoteholders; (bii) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (ciii) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents or any of the other Transaction Documents against the IssuerFirst Issuer or any other party thereto. The First Issuer irrevocably appoints the Note Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Note Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Note Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Note Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents this Deed be treated as costs, charges and expenses incurred by the Note Trustee.

SEPARATE AND CO-TRUSTEES. The ‌ Notwithstanding the provisions of sub-clause 21.1 above, the Trustee may, upon giving prior written notice to the Issuer and after prior consultation with the Issuer where, in the reasonable opinion of the Trustee, Trustee such consultation will not be materially prejudicial to the interests of the Holders is practicable (but without the consent of the Issuer, the Holders Noteholders or the Couponholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee: (a) if the Trustee considers such appointment to be in the interests of the HoldersNoteholders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against the Issuer. The Issuer hereby irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable properly incurred remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses Liabilities incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses Liabilities incurred by the Trustee.

SEPARATE AND CO-TRUSTEES. The Notwithstanding the provisions of Clause 21.2 above, the Note Trustee may, upon giving prior written notice to the Ninth Issuer and after consultation with the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders (but without requiring the consent of the Issuer, the Holders Ninth Issuer or the CouponholdersNoteholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Note Trustee: (a) if the Note Trustee considers such appointment to be in the interests of the HoldersNoteholders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents or any of the other Transaction Documents against the IssuerNinth Issuer or any other party thereto. The Ninth Issuer irrevocably appoints the Note Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Note Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Note Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Note Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents this Deed be treated as costs, charges and expenses incurred by the Note Trustee.

SEPARATE AND CO-TRUSTEES. The Trustee may, upon giving prior written notice to the Issuer and the Guarantor (where the Issuer is PFA) and after consultation with the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders but without the consent of the Issuer, the Guarantor (where the Issuer is PFA), the Holders or the Couponholders, appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee: (a) if the Trustee considers such appointment to be in the interests of the Holders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against the IssuerIssuer or (where the Issuer is PFA) the Guarantor. The Each of the Issuer and the Guarantor (where the Issuer is PFA) irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses incurred by the Trustee.

SEPARATE AND CO-TRUSTEES. The 26.1 Notwithstanding the provisions of Clause 25 above, the Trustee may, upon giving prior written notice to the each Issuer and after consultation with the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders Guarantor (but without the consent of the Issuer, the Holders Guarantor or the Noteholders, Receiptholders or Couponholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee: (a) if the Trustee considers such appointment to be in the interests of the HoldersNoteholders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against the Issuer. Issuer or, as the case may be, the Guarantor. 26.2 The Issuer irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses Liabilities incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses Liabilities incurred by the Trustee.

SEPARATE AND CO-TRUSTEES. The Notwithstanding the provisions of Clause 24.1 (New Trustee—Appointment and removal of Trustees) above, the Trustee may, upon giving prior written notice to the Issuer and after consultation with the Issuer whereto, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders but without the consent of the Issuerof, the Holders Issuer or the CouponholdersNoteholders, appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee: Trustee (a) if the Trustee considers such appointment to be in the interests of the Holders; Noteholders, (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or performed or (c) for the purposes purpose of obtaining a judgment in any jurisdiction judgment, or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions provision of these presents presents, against the Issuer. The Issuer hereby irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred on such person or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses incurred by the Trustee.

SEPARATE AND CO-TRUSTEES. The Trustee may, upon giving prior written notice to the Issuer to, and after consultation with with, the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders (but without the consent of the Issuer, the Holders Guarantors or the CouponholdersHolders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee: (ai) if the Trustee reasonably considers such appointment to be in the interests of the Holders; (bii) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (ciii) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents this Indenture against the IssuerIssuer and/or any Guarantor. The Each of the Issuer and the Guarantors irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presentsthis Indenture) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presentsthis Indenture) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses Liabilities incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents this Indenture be treated as costs, charges and expenses Liabilities incurred by the Trustee.

SEPARATE AND CO-TRUSTEES. The Notwithstanding the provisions of Clause 21 above, the Trustee may, upon giving prior written notice to the Issuer and after consultation with the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders (but without the consent of the Issuer, the Holders Noteholders or the Couponholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee: (a) if the Trustee considers such appointment to be in the interests of the HoldersNoteholders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against the Issuer. The Issuer irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses incurred by the Trustee.

SEPARATE AND CO-TRUSTEES. The Notwithstanding the provisions of sub-clause 22.2 above, the Note Trustee may, upon giving prior written notice to the Master Issuer and after consultation with the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders (but without requiring the consent of the Issuer, the Holders Master Issuer or the CouponholdersNoteholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Note Trustee: (a) if the Note Trustee considers such appointment to be in the interests of the HoldersNoteholders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents or any of the other Master Issuer Transaction Documents against the IssuerMaster Issuer or any other party thereto. The Master Issuer irrevocably appoints the Note Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Note Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Note Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Note Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents this Deed be treated as costs, charges and expenses incurred by the Note Trustee.

SEPARATE AND CO-TRUSTEES. The Notwithstanding the provisions of Clause 34, the Trustee may, upon giving prior written notice to the Issuer and after consultation with the Issuer where, each Rating Agency which has been appointed in the reasonable opinion of the Trustee, relation to such consultation will not be materially prejudicial to the interests of the Holders Series (but without the consent of the Issuer, the Holders such Rating Agency or the Couponholders, Secured Creditors in respect of such Series) appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the TrusteeTrustee in relation to any Series: (a) 35.1 if the Trustee considers such appointment to be in the interests of the HoldersInstructing Creditor relating to such Series including but not limited to whether the Trustee considers it has a conflict of interest in respect of two or more Series or in respect of the Underlying Assets and/or the Charged Assets of a particular Series at any time; (b) 35.2 for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) 35.3 for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against the Issuer. The Issuer irrevocably hereby appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presentspresents in relation to such Series) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presentspresents in relation to such Series) and such duties and obligations as shall may be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses Liabilities incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses Liabilities incurred by the Trustee.

SEPARATE AND CO-TRUSTEES. The Notwithstanding the provisions of Clause 21.2 above, the Note Trustee may, upon giving prior written notice to the Seventh Issuer and after consultation with the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders (but without requiring the consent of the Issuer, the Holders Seventh Issuer or the CouponholdersNoteholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-co- trustee jointly with the Note Trustee: (a) if the Note Trustee considers such appointment to be in the interests of the HoldersNoteholders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents or any of the other Transaction Documents against the IssuerSeventh Issuer or any other party thereto. The Seventh Issuer irrevocably appoints the Note Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Note Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Note Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Note Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents this Deed be treated as costs, charges and expenses incurred by the Note Trustee.

SEPARATE AND CO-TRUSTEES. The Notwithstanding the provisions of sub-clause 21.2 above, the Note Trustee may, upon giving prior written notice to the Master Issuer and after consultation with the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders (but without requiring the consent of the Issuer, the Holders Master Issuer or the CouponholdersNoteholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Note Trustee: (a) if the Note Trustee considers such appointment to be in the interests of the HoldersNoteholders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents or any of the other Master Issuer Transaction Documents against the IssuerMaster Issuer or any other party thereto. The Master Issuer irrevocably appoints the Note Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Note Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Note Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Note Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents this Deed be treated as costs, charges and expenses incurred by the Note Trustee.

SEPARATE AND CO-TRUSTEES. The Notwithstanding the provisions of SUB-CLAUSE 21.2 ABOVE, the Note Trustee may, upon giving prior written notice to the Issuer and after consultation with the Issuer where, in the reasonable opinion of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders (but without requiring the consent of the Issuer, the Holders Issuer or the CouponholdersNoteholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Note Trustee: (a) if the Note Trustee considers such appointment to be in the interests of the HoldersNoteholders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents or any of the other Issuer Transaction Documents against the IssuerIssuer or any other party thereto. The Issuer irrevocably appoints the Note Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Note Trustee by these presents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Note Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Note Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents this Deed be treated as costs, charges and expenses incurred by the Note Trustee.

SEPARATE AND CO-TRUSTEES. The (a) If at any time the Trustee may, upon giving prior written notice shall deem it necessary for the purpose of meeting legal requirements applicable to the Issuer and after consultation with the Issuer where, it in the reasonable opinion performance of its duties as mortgagee, trustee or beneficiary (or similar capacity) under any of the Trustee, such consultation will not be materially prejudicial to the interests of the Holders but without the consent of the IssuerMortgages, the Holders Trustee shall have the power to appoint one or the Couponholders, appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) more Persons to act either as a separate trustee trustees or as a co-trustee trustees thereunder, jointly with the Trustee: , except as set forth in subsection (a) if the Trustee considers such appointment to be in the interests b)(1), of the Holders; (b) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed; or (c) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents against Mortgaged Properties subject to the Issuer. The Issuer irrevocably appoints the Trustee to be its attorney in its name Lien thereof, and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as Persons shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, with such powers and duties consistent with the Mortgages and this Indenture as shall for be specified in the purposes instrument appointing him, her or it. If the Trustee shall request the Issuer so to do, the Issuer shall join with the Trustee in the execution of these presents such instrument, but the Trustee shall have the power to make such appointment without making such request. (b) Every separate trustee and co-trustee shall, to the extent not prohibited by law, be treated subject to the following terms and conditions: (1) the rights, powers, duties and obligations conferred or imposed upon such separate or co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate or co-trustee jointly, as costsshall be provided in the instrument appointing him or it, charges except to the extent that under any law of any jurisdiction in which any particular act is to be performed any nonresident trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and expenses incurred obligations shall be exercised and performed by such separate trustee or co-trustee; (2) all powers, duties, obligations and rights conferred upon the Trustee in respect of the custody of all cash deposited hereunder or under the Cash Collateral Agreement or the Mortgages, shall be exercised solely by the Trustee; and (3) the Trustee may at any time by written instrument accept the resignation of or remove any such separate trustee or co-trustee, and upon the 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 make effective such resignation or removal, but the Trustee shall have the power to accept such resignation or to make such removal without making such request. A successor to a separate trustee or co-trustee so resigning or removed may be appointed in the manner otherwise provided herein. (c) Such separate trustee or co-trustee, upon acceptance of such trust, shall be vested with the estates or property specified in such instrument, either jointly with the Trustee, or separately, as may be provided therein, subject to all the trusts, conditions and provisions of the Mortgages; and every such instrument shall be filed with the Trustee. Any separate trustee or co-trustee may, at any time, by written instrument constitute the Trustee his agent or attorney-in-fact with full power and authority, to the extent permitted by law, to do all acts and things and exercise all discretion authorized or permitted by him, for and in his behalf and in his name. If any separate trustee or co-trustee shall be dissolved, become incapable of acting, resign, be removed or die, all the estates, property, rights, powers, trusts, duties and obligations of said separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee, without the appointment of a successor to said separate trustee or co-trustee, until the appointment of a successor to said co-trustee is necessary as provided in this Section. (d) Any notice, request or other writing, by or on behalf of any Holder delivered to the Trustee shall be deemed to have been delivered to all separate trustees and co-trustees. (e) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder.