THE FOLLOWING
PROVISIONS AND CONDITIONS:
(I)
ALL RIGHTS, POWERS, DUTIES AND
OBLIGATIONS CONFERRED OR IMPOSED UPON THE OWNER TRUSTEE SHALL BE CONFERRED OR
IMPOSED UPON AND EXERCISED OR PERFORMED BY THE OWNER TRUSTEE AND SUCH SEPARATE
TRUSTEE OR CO-TRUSTEE JOINTLY (IT BEING UNDERSTOOD THAT SUCH SEPARATE TRUSTEE OR
CO-TRUSTEE SHALL NOT BE AUTHORIZED TO ACT SEPARATELY WITHOUT THE OWNER TRUSTEE
JOINING IN SUCH ACT), EXCEPT TO THE EXTENT THAT UNDER ANY LAW OF ANY
JURISDICTION IN WHICH ANY PARTICULAR ACT OR ACTS ARE TO BE PERFORMED THE OWNER
TRUSTEE SHALL BE INCOMPETENT OR UNQUALIFIED TO PERFORM SUCH ACT OR ACTS, IN
WHICH EVENT SUCH RIGHTS, POWERS, DUTIES AND OBLIGATIONS (INCLUDING THE HOLDING
OF TITLE TO THE OWNER TRUST ESTATE OR ANY PORTION THEREOF IN ANY SUCH
JURISDICTION) SHALL BE EXERCISED AND PERFORMED SINGLY BY SUCH SEPARATE TRUSTEE
OR CO-TRUSTEE, BUT SOLELY AT THE DIRECTION OF THE OWNER TRUSTEE;
(II)
NO TRUSTEE UNDER THIS AGREEMENT SHALL BE
PERSONALLY LIABLE BY REASON OF ANY ACT OR OMISSION OF ANY OTHER TRUSTEE UNDER
THIS AGREEMENT; AND
(III)
THE ADMINISTRATOR AND THE OWNER TRUSTEE
ACTING JOINTLY MAY AT ANY TIME ACCEPT THE RESIGNATION OF OR REMOVE ANY SEPARATE
TRUSTEE OR CO-TRUSTEE.
27
(C)
ANY NOTICE, REQUEST OR OTHER WRITING GIVEN
TO THE OWNER TRUSTEE SHALL BE DEEMED TO HAVE BEEN GIVEN TO EACH OF THE THEN
SEPARATE TRUSTEES AND CO-TRUSTEES AS EFFECTIVELY AS IF GIVEN TO EACH OF THEM.
EVERY INSTRUMENT APPOINTING ANY SEPARATE TRUSTEE OR CO-TRUSTEE SHALL REFER TO
THIS AGREEMENT AND THE CONDITIONS OF THIS ARTICLE X.
EACH SEPARATE TRUSTEE AND
CO-TRUSTEE, UPON ITS ACCEPTANCE OF THE TRUSTS CONFERRED, SHALL BE VESTED WITH
THE ESTATES OR PROPERTY SPECIFIED IN ITS INSTRUMENT OF APPOINTMENT, EITHER
JOINTLY WITH THE OWNER TRUSTEE OR SEPARATELY, AS MAY BE PROVIDED THEREIN,
SUBJECT TO ALL THE PROVISIONS OF THIS AGREEMENT, SPECIFICALLY INCLUDING EVERY
PROVISION OF THIS AGREEMENT RELATING TO THE CONDUCT OF, AFFECTING THE LIABILITY
OF, OR AFFORDING PROTECTION TO, THE OWNER TRUSTEE.
EACH SUCH INSTRUMENT SHALL
BE FILED WITH THE OWNER TRUSTEE AND A COPY THEREOF GIVEN TO THE ADMINISTRATOR.
(D)
ANY SEPARATE TRUSTEE OR CO-TRUSTEE MAY AT
ANY TIME CONSTITUTE THE OWNER TRUSTEE ITS AGENT OR ATTORNEY-IN-FACT WITH FULL
POWER AND AUTHORITY, TO THE EXTENT PERMITTED BY LAW, TO DO ANY LAWFUL ACT UNDER
OR IN RESPECT OF THIS AGREEMENT ON ITS BEHALF AND IN ITS NAME.
IF ANY SEPARATE
TRUSTEE OR CO-TRUSTEE SHALL DIE, BECOME INCAPABLE OF ACTING, RESIGN OR BE
REMOVED, ALL OF ITS ESTATES, PROPERTIES, RIGHTS, REMEDIES AND TRUSTS SHALL VEST
IN AND BE EXERCISED BY THE OWNER TRUSTEE, TO THE EXTENT PERMITTED BY LAW,
WITHOUT THE APPOINTMENT OF A NEW OR SUCCESSOR TRUSTEE.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1
SUPPLEMENTS AND AMENDMENTS.
(A)
THIS AGREEMENT MAY BE AMENDED FROM TIME TO
TIME BY THE DEPOSITOR AND THE OWNER TRUSTEE IN ITS INDIVIDUAL CAPACITY, WITH
PRIOR WRITTEN NOTICE TO THE RATING AGENCIES AND THE INSURER, WITHOUT THE CONSENT
OF ANY OF THE NOTEHOLDERS, AND WITH THE PRIOR WRITTEN CONSENT OF THE INSURER (IF