with the Secretary of State reflecting
the name and principal place of business of such successor in the State of
Delaware.
Upon acceptance of appointment by a successor Owner Trustee pursuant to this
Section 10.3, the Administrator shall mail notice of such appointment to the
Depositor, the Indenture Trustee, the Noteholders and the Rating Agencies. If
the Administrator shall fail to mail such notice within ten (10) days after
acceptance of appointment by the successor Owner Trustee, the successor Owner
Trustee shall cause such notice to be mailed at the expense of the
Administrator.
SECTION 10.4
MERGER OR CONSOLIDATION OF OWNER TRUSTEE.
(A)
IF THE OWNER TRUSTEE CONSOLIDATES WITH, MERGES OR CONVERTS INTO,
OR TRANSFERS ALL OR SUBSTANTIALLY ALL ITS CORPORATE TRUST BUSINESS OR ASSETS TO,
ANOTHER PERSON, THE RESULTING, SURVIVING OR TRANSFEREE PERSON WITHOUT ANY
FURTHER ACT SHALL BE THE SUCCESSOR OWNER
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TRUSTEE; PROVIDED, HOWEVER, THAT SUCH PERSON MUST BE OTHERWISE QUALIFIED AND
ELIGIBLE UNDER SECTION 10.1. THE OWNER TRUSTEE SHALL PROVIDE THE RATING AGENCIES
AND INSURER WITH PRIOR WRITTEN NOTICE OF ANY SUCH TRANSACTION.
(B)
IF AT THE TIME SUCH SUCCESSOR OR SUCCESSORS BY CONSOLIDATION,
MERGER OR CONVERSION TO THE OWNER TRUSTEE SHALL SUCCEED TO THE TRUSTS CREATED BY
THIS AGREEMENT, A CERTIFICATE SHALL HAVE BEEN AUTHENTICATED BUT NOT DELIVERED,
ANY SUCH SUCCESSOR TO THE OWNER TRUSTEE MAY ADOPT THE CERTIFICATE OF
AUTHENTICATION OF ANY PREDECESSOR TRUSTEE AND DELIVER THE CERTIFICATE SO
AUTHENTICATED, AND IN CASE AT THAT TIME THE CERTIFICATE SHALL NOT HAVE BEEN
AUTHENTICATED, SUCH SUCCESSOR TO THE OWNER TRUSTEE MAY AUTHENTICATE THE
CERTIFICATE EITHER IN THE NAME OF ANY PREDECESSOR TRUSTEE OR IN THE NAME OF THE
SUCCESSOR TO THE OWNER TRUSTEE. IN ALL SUCH CASES SUCH CERTIFICATE SHALL HAVE
THE FULL FORCE WHICH THE CERTIFICATE OR THIS AGREEMENT PROVIDE THAT THE
CERTIFICATE OF THE OWNER TRUSTEE SHALL HAVE.
SECTION 10.5
APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
(A)
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, AT ANY
TIME, FOR THE PURPOSE OF MEETING ANY LEGAL REQUIREMENT OF ANY JURISDICTION IN
WHICH ANY PART OF THE OWNER TRUST ESTATE OR ANY FINANCED VEHICLE MAY AT THE TIME
BE LOCATED, THE ADMINISTRATOR AND THE OWNER TRUSTEE ACTING JOINTLY SHALL HAVE
THE POWER AND AUTHORITY (WITH THE CONSENT OF THE INSURER, PROVIDED THAT NO
INSURER DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING) AND MAY EXECUTE AND
DELIVER AN INSTRUMENT TO APPOINT ONE OR MORE PERSONS APPROVED BY THE OWNER
TRUSTEE TO ACT AS CO-TRUSTEE OR CO-TRUSTEES, JOINTLY WITH THE OWNER TRUSTEE, OR
SEPARATE TRUSTEE OR SEPARATE TRUSTEES, OF ALL OR ANY PART OF THE OWNER TRUST
ESTATE, AND TO VEST IN SUCH PERSON OR PERSONS, IN SUCH CAPACITY AND FOR THE
BENEFIT OF THE DEPOSITOR, SUCH TITLE TO THE OWNER TRUST ESTATE, OR ANY PART
THEREOF, AND, SUBJECT TO THE OTHER PROVISIONS OF THIS SECTION 10.5, SUCH POWERS,
AUTHORITY, DUTIES, OBLIGATIONS, RIGHTS AND TRUSTS AS THE ADMINISTRATOR AND THE
OWNER TRUSTEE MAY CONSIDER NECESSARY OR DESIRABLE. IF THE ADMINISTRATOR SHALL
NOT HAVE JOINED IN SUCH APPOINTMENT