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 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
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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 WITHIN FIFTEEN (15)
DAYS AFTER THE RECEIPT BY IT OF A REQUEST SO TO DO, THE OWNER TRUSTEE ALONE
SHALL HAVE THE POWER TO MAKE SUCH APPOINTMENT.
NO CO-TRUSTEE OR SEPARATE
TRUSTEE UNDER THIS AGREEMENT SHALL BE REQUIRED TO MEET THE TERMS OF ELIGIBILITY
AS A SUCCESSOR TRUSTEE UNDER SECTION 10.1 AND NO NOTICE OF THE APPOINTMENT OF
ANY CO-TRUSTEE OR SEPARATE TRUSTEE SHALL BE REQUIRED UNDER SECTION 10.3.
(B)
EACH SEPARATE TRUSTEE AND CO-TRUSTEE SHALL,
TO THE EXTENT PERMITTED BY LAW, BE APPOINTED AND ACT SUBJECT TO