OR CO-TRUSTEE.
(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,
26
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 NO INSURER
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING) TO CURE ANY AMBIGUITY, TO CORRECT
OR SUPPLEMENT ANY PROVISION HEREIN THAT MAY BE INCONSISTENT WITH ANY OTHER
PROVISION HEREIN OR IN THE OFFERING DOCUMENT USED IN CONNECTION WITH THE INITIAL
SALE OF THE NOTES OR FOR THE PURPOSE OF ADDING ANY PROVISIONS TO OR CHANGING IN
ANY MANNER OR ELIMINATING ANY OF THE PROVISIONS IN THIS AGREEMENT; PROVIDED,
HOWEVER, THAT (I) SUCH ACTION SHALL NOT, AS EVIDENCED BY AN OPINION OF COUNSEL
SATISFACTORY TO THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE, ADVERSELY AFFECT IN
ANY MATERIAL RESPECT THE INTERESTS OF ANY NOTEHOLDER AND (II) AN OPINION OF
COUNSEL SHALL BE FURNISHED TO THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE TO THE
EFFECT THAT SUCH AMENDMENT (A) WILL NOT MATERIALLY ADVERSELY AFFECT THE FEDERAL
OR ANY APPLICABLE TAX STATE INCOME OR FRANCHISE TAXATION OF ANY OUTSTANDING NOTE
OR ANY NOTEHOLDER AND (B) WILL NOT CAUSE THE TRUST TO BE TAXABLE AS A
CORPORATION FOR FEDERAL OR ANY APPLICABLE TAX STATE INCOME OR FRANCHISE TAX
PURPOSES.
(B)
THIS AGREEMENT MAY BE AMENDED FROM TIME TO TIME BY THE DEPOSITOR
AND THE OWNER TRUSTEE IN ITS INDIVIDUAL CAPACITY,