Co-Trustee Sample Clauses

Co-Trustee. (a) The Co-Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Co-Trustee that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they conform to the requirements of this Agreement, to the extent required by this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Co-Trustee shall take action as it deems appropriate to have the instrument corrected. (b) No provision of this Agreement shall be construed to relieve the Co-Trustee from liability for its own grossly negligent action, its own gross negligent failure to act or its own misconduct, its grossly negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided that: (i) the duties and obligations of the Co-Trustee shall be determined solely by the express provisions of this Agreement with the exception of Section 8.10, the Co-Trustee shall not be liable, individually or as Co-Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Co-Trustee and the Co-Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Co-Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; and (ii) the Co-Trustee shall not be liable, individually or as Co-Trustee, for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless the Co-Trustee was grossly negligent or acted in bad faith or with willful misfeasance. (c) Except as otherwise provided in paragraph (b) above: (i) the Co-Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been...

Co-Trustee. At any time, only for the purpose of, and only to the extent required for, meeting the legal requirements of any applicable jurisdiction, the Trustee shall have the power to appoint one or more persons to act as co-trustee under this Indenture, with such powers as may be provided in the instrument of appointment, and to vest in such person or persons any property, title, right or power deemed necessary or desirable, subject to the remaining provisions of this Section. Before the appointment of any co-trustee the Trustee shall, if the circumstances so permit, consult the Company and if any co-trustee so appointed shall be a person to whose appointment the Company might reasonably object by reason of any conflict of interest or other disability, a determination made by the Trustee (after consulting its legal advisor in the appropriate jurisdiction) that in its opinion there is no such conflict of interest or other disability in relation to any such co-trustee shall be conclusive and binding upon the Company. Should any written instrument from the Company be required by any co-trustee so appointed for more fully confirming to such co-trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company.

Co-Trustee. The Trustee shall be the sole trustee under this Trust Agreement. If another entity (including all persons, corporate or individual) is appointed by the Employer as a trustee of the Plan, the Trustee and the other entity shall not be considered co-trustees. Rather, each trustee shall be solely responsible for the assets it possesses and for purposes of allocating fiduciary responsibility and liability, the Trust Fund shall be considered as two separate trusts, each governed solely by the trust agreement applicable to that portion of the overall trust fund. If any assets of the Trust are to be transferred to another trustee, before the appointment of any such entity shall be effective, the Trustee shall be furnished with written evidence satisfactory to it of the appointment of such person as a trustee and of such entity’s acceptance of the trusteeship. The Employer shall be responsible for notifying any trustee of the termination of another trustee and for redistributing the Trust Fund among the remaining trustees or any successor trustee.

Co-Trustee. (a) The Co-Trustee has been appointed at a Minnesota office solely to (i) receive and hold the Loan Insurance Policy on behalf of the Certificateholders and (ii) make payments and receive proceeds paid in respect of the Mortgage Loans pursuant to the Loan Insurance Policy and take the other actions expressly provided for in this Agreement. The Co-Trustee, not in its individual capacity but solely in its capacity as Co-Trustee on behalf of the Certificateholders, is hereby directed to hold the Loan Insurance Policy for the benefit of the Certificateholders. The Co-Trustee acknowledges receipt of the Loan Insurance Policy and agrees to perform its duties at that office in the manner described below. (b) The Co-Trustee shall not undertake nor have any of the duties of the Trustee and shall have no obligations under this Agreement other than as expressly stated in this Section 8.12. On each Distribution Date upon receipt of funds from the Master Servicer in accordance with Section 3.09, the Co-Trustee shall pay the amount received from the Master Servicer to the Loan Insurance Policy Provider on the Distribution Date by wire transfer of immediately available funds in accordance with instructions furnished by the Loan Insurance Policy Provider pursuant to the Loan Insurance Policy. The Master Servicer shall make any claims pursuant to and in accordance with the Loan Insurance Policy and, except for the duties of the Co-Trustee in this Section 8.12, shall perform all of the obligations of the insured under the Loan Insurance Policy on behalf of the Co-Trustee and for the benefit of the Certificateholders. If the Co-Trustee receives any payments under the Loan Insurance Policy from the Loan Insurance Policy Provider, the Co-Trustee shall notify the Trustee of the receipt of such amounts and shall pay them to the Trustee by wire transfer of immediately available funds on the date of receipt if received before 2:00 P.M. (New York City time), and otherwise on the next Business Day. The wiring instructions for the Trustee are: The Bank of New York ABA# 021000018 GLA# 111-565 For further credit: T▇▇ ▇▇▇▇▇▇t 408972 Ref: CWABS 2004-S1 Attent▇▇▇: ▇▇▇ ▇▇▇▇▇ ▇▇▇sano, telephone no. (212) 815-8318. If any ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇e Loan Insurance ▇▇▇▇▇▇ ▇▇ ▇▇▇e to the Co-Trustee other than by wire transfer of immediately available funds, that payment shall be deemed to have been received by the Co-Trustee on the date that payment cleared and was available to the Co-Trustee in immedia...

Co-Trustee. If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or the Trustee shall be advised by counsel satisfactory to it, that it is necessary or prudent in the interest of the Holders, or 25% of the Holders of the outstanding Securities shall in writing so request the Trustee and the Company, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Trustee and the Company shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons approved by the Trustee and the Company, either to act as co-trustee or co- trustees (each, a "co-trustee") of all or any of the Collateral, jointly with the Trustee, or to act as separate trustee or trustees of any such property. If the Company shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Trustee to do so, or if a notice of acceleration is in effect, the Trustee may act under the foregoing provisions of this Section without the concurrence of the Company. The Company hereby appoints the Trustee as its agent and attorney to act for it under the foregoing provisions of this Section in either of such contingencies.

Co-Trustee. At any time, for the purpose of meeting any legal requirements of any jurisdiction in which any

Co-Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or the Trustee shall be advised by counsel satisfactory to it, that it is necessary or prudent in the interest of the Holders, or 25% of the Holders of the outstanding Securities shall in writing so request the Trustee and the Issuers, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Trustee and the Issuers shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons approved by the Trustee and the Issuers, either to act as co-trustee or co-trustees (each a "co-trustee") of all or any of the Collateral, jointly with the Trustee, or to act as separate trustee or trustees of any such property. If the Issuers shall not have joined in the execution of such instruments and agreements within 10 days after they receive a written request from the Trustee to do so, or if a notice of acceleration is in effect, the Trustee may act under the foregoing provisions of this Section 7.12 without the concurrence of the Issuers. The Issuers hereby appoint the Trustee as their agent and attorney to act for them under the foregoing provisions of this Section 7.12 in either of such contingencies. (b) Every separate trustee and every co-trustee, other than any successor Trustee appointed pursuant to Section 7.8, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee hereunder shall be conferred or imposed and exercised or performed by the Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (...

Co-Trustee. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Trust Estate hereunder may at the time be located, the Trustee shall have power to appoint one or more Persons (who may be officers or affiliates of the Trustee) or institutions to act as co-Trustee, jointly with the Trustee or separately from the Trustee at the direct written instruction of the Depositor, in either case as required by applicable state law, of all or any part of the Trust Estate hereunder, or of any property constituting part thereof, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity as aforesaid, any property, title, right or power deemed necessary or desirable. All provisions of this Trust Agreement which are for the benefit of the Trustee shall extend to and apply to each co-Trustee appointed pursuant to the foregoing provisions of this Section.

Co-Trustee. Notwithstanding the provisions of Clause 20, the Note Trustee may (after prior consultation by the Note Trustee with the Issuer and after consideration in good faith by the Note Trustee of any representations made by the Issuer concerning the proposed appointee except where, in the opinion of the Note Trustee, such consultation and consideration was not practicable), upon giving prior notice to the Issuer (but without the consent of the Issuer or the Noteholders), 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 (i) if the Note Trustee considers such appointment to be in the interests of the Noteholders or (ii) 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 (iii) 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 this Deed against the Issuer. The Issuer hereby 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 this Deed) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Note Trustee by this Deed) 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 properly incurred by it in performing its function as such separate trustee or co-trustee shall for the purposes of this Deed be treated as costs, charges and expenses incurred by the Note Trustee.