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 (iii) the Issuers and the Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co- trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument 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 shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Issuers, the Issuers hereby appointing the Trustee their agent and attorney to act for them in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Issuers and the Trustee, or by the trustee alone pursuant to this Section.
Appears in 1 contract
Sources: Indenture (Rti Capital Corp)
Co-Trustee. (a) If Notwithstanding any other provisions of this Indenture, at any time or times it shall be necessary or prudent in order to conform to and including for the purpose of meeting any law legal requirement of any jurisdiction (including any jurisdiction in which any part of the Collateral shall may at the time be located), or the Trustee shall be advised by counsel satisfactory to it, that it is necessary or prudent in have the interest of the Holders, or 25% of the Holders of the outstanding Securities shall in writing so request the Trustee power 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 may execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or for the appointment of one or more Persons approved by the Trustee and the Issuers, either to act as a co-trustee or co-trustees, or separate trustee or separate trustees (each a "co-trustee") of including with respect to all or any part of the Collateral), jointly with and to vest in such Person or Persons, in such capacity and for the Trusteebenefit of the Holders, or subject to act the other provisions of this Section, such powers, duties, obligations, rights and trusts 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 consider necessary or desirable (including title to the Collateral, or any part thereof). No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under the foregoing provisions of this Section 7.12 without the concurrence 7.10 hereof and no notice to Holders of the Issuers. The Issuers hereby appoint the Trustee as their agent and attorney to act for them appointment of any co-trustee is or separate trustee shall be required under the foregoing provisions of this Section 7.12 in either of such contingencies7.08 hereof.
(b) Every separate trustee and every co-trustee, other than any successor Trustee appointed pursuant to Section 7.8, trustee shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i1) all rights, powers, duties and obligations conferred or imposed upon the Trustee hereunder shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustees trustee or co-trustee or co-trustees, jointly, as shall be provided is not authorized to act separately without the Trustee joining in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trusteesact), 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 (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees co-trustee, but solely at the direction of the Trustee;
(2) the Trustee shall not have any responsibility for or be personally liable relating to such appointment or by reason of any act or omission of any co-trustee or separate trustee hereunder. No co-trustees;
(ii) no trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, any separate trustee or any other co-trustee hereunder. No separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, any co-trustee or any other separate trustee hereunder; and
(iii3) the Issuers and the Trustee, Trustee may at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co- trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee.
(c) Any notice, as the case may be, anything contained herein request or other writing given to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument 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 shall be deemed to have been given to each of the power to accept the resignation of or remove any such then separate trustee or trustees and co-trustee and trustees, as effectively as if given to appoint a successor without the concurrence each of the Issuers, the Issuers hereby them. Every instrument appointing the Trustee their agent and attorney to act for them in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article 7. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be appointed vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by the Issuers law, to do any lawful act under or in respect of this Indenture 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 his, her or its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without appointment of a new or by the trustee alone pursuant to this Sectionsuccessor trustee.
Appears in 1 contract
Sources: Indenture (NRG Rema LLC)
Co-Trustee. (a) If at At any time or times it shall be necessary or prudent in order to conform to any law times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Collateral shall may at the time be located, or the Issuer and the Trustee (which for purposes of this Section 6.12 shall be advised by counsel satisfactory deemed to it, that it is necessary be the Trustee) shall have power to appoint one or prudent in more Persons to act as co-trustee (subject to each such Person being an Eligible Institution) jointly with the interest Trustee of all or any part of the HoldersCollateral, or 25% with the power to file such proofs of claim and take such other actions pursuant to Section 5.4 herein and to make such claims and enforce such rights of action on behalf of the Holders as such Holders themselves may have the right to do, subject to the other provisions of the outstanding Securities this Section.
(b) The Issuer shall in writing so request join with the Trustee and the Issuers, or the Trustee shall deem it desirable for its own protection in the execution, delivery and 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 appoint 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 Issuer does not have joined join in the execution of such instruments and agreements appointment within 10 15 days after they receive the receipt by them of 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 shall have power to act for them under the foregoing provisions of this Section 7.12 in either of make such contingenciesappointment.
(bc) Should any written instrument from the Issuer 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 Issuer. The Issuer agrees to pay as Administrative Expenses for any reasonable fees and expenses in connection with such appointment.
(d) The Trustee shall deliver notice to S&P of any co-trustee appointed under this Section 6.12.
(e) Every separate trustee and every co-trustee, other than any successor Trustee appointed pursuant to Section 7.8, trustee shall, to the extent permitted by law, but to such extent only, be appointed and act and be such, subject to the following provisions and conditionsterms:
(i) the Notes shall be authenticated and delivered by, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, ▇▇▇▇ and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by, the Trustee;
(ii) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee hereunder in respect of any property covered by the appointment of a co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such separate trustee or separate trustees or co-trustee or jointly in the case of the appointment of a co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trusteestrustee, except to the extent that under any law of any jurisdiction in which any particular act or acts are is to be performed performed, the Trustee shall be incompetent or unqualified to perform such act or actsact, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee a co-trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by an Issuer Order, may accept the resignation of or separate trustees or remove any co-trustee appointed under this Section 6.12, and in case an Event of Default has occurred and is continuing, the Trustee shall have the power to accept the resignation of, or remove, any such co-trusteestrustee without the concurrence of the Issuer. A successor to any co-trustee so resigned or removed may be appointed in the manner provided in this Section 6.12;
(iiiv) no co-trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other co-trustee hereunder;
(v) the Trustee shall not be liable by reason of any act or omission of a co-trustee; and
(iiivi) any Act of Holders delivered to the Issuers and the Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co- trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor Trustee shall be deemed to such separate trustee or have been delivered to each co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument 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 shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Issuers, the Issuers hereby appointing the Trustee their agent and attorney to act for them in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Issuers and the Trustee, or by the trustee alone pursuant to this Section.
Appears in 1 contract
Sources: Indenture (Ares Capital Corp)
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 IssuersCompany, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Trustee and the Issuers 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 IssuersCompany, 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 Company shall not have joined in the execution of such instruments and agreements within 10 days after they receive it receives a written request from the Trustee to do so, or if a notice of acceleration is in effect, -------------------------- (3) Counsel to Trustee to determine prior to execution of this Indenture whether Section 7.12 is required given separate identity of Trustee and Collateral Agent. the Trustee may act under the foregoing provisions of this Section 7.12 without the concurrence of the IssuersCompany. The Issuers Company hereby appoint appoints the Trustee as their its agent and attorney to act for them it 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
(iii) the Issuers Company and the Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co- co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers Company shall not have joined in the execution of any such instrument within 10 days after they receive it receives a written request from the Trustee to do so, or if a notice of acceleration is in effect, the Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the IssuersCompany, the Issuers Company hereby appointing the Trustee their its agent and attorney to act for them it in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Issuers Company and the Trustee, or by the trustee alone pursuant to this Section.
Appears in 1 contract
Co-Trustee. At any time or times, for the purpose of (a) If at meeting any time or times it shall be necessary or prudent in order to conform to any law legal requirements of any jurisdiction state in which the Trustee determines it necessary to take any action hereunder or (b) establishing the eligibility of the Collateral shall be locatedany Financed Student Loans for receipt of federal payments with respect thereto, or the Trustee shall be advised by counsel satisfactory have power to itappoint, that it is necessary or prudent in and, upon the interest request of the Holders, Trustee or 25% of the Holders of at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or of any Other Beneficiary, the outstanding Securities Issuer shall in writing so request for such purpose join with the Trustee and the Issuers, or the Trustee shall deem it desirable for its own protection in the execution, delivery and 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 appoint one or more Persons approved by the Trustee and the Issuers, either to act as co-trustee or co-trustees (each a "co-trustee") trustees, jointly with the Trustee of all or any part of the Collateral, jointly with the Trusteetrust estate, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such propertyperson or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereof. If the Issuers Issuer shall not have joined in the execution of such instruments and agreements appointment within 10 fifteen (15) days after they receive the receipt by it of a written request from the Trustee so to do sodo, or if a notice in case an Event of acceleration is in effectDefault shall have occurred and be continuing, the Trustee may act under the foregoing provisions of this Section 7.12 without the concurrence of the Issuersalone shall have power to make such appointment. The Issuers hereby appoint the Trustee Issuer shall execute, acknowledge and deliver all such instruments as their agent and attorney to act for them under the foregoing provisions of this Section 7.12 in either of may be required by any such contingencies.
(b) co-trustee or separate trustee. Every co-trustee or separate trustee and every co-trustee, other than any successor Trustee appointed pursuant to Section 7.8, shall, to the extent permitted by lawlaw but to such extent only, be appointed and act and be such, subject to the following provisions and conditionsterms, namely:
(iA) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised, solely by the Trustee.
(B) All rights, powers, trusts, duties and obligations conferred or imposed upon the Trustee hereunder trustees shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, trustees or separate trustee or separate trustees jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that that, under any the law of any jurisdiction in which any particular act or acts are to be performed performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations act or acts shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees;.
(iiC) no Any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be personally liable sufficient warrant for the taking, or the refraining from taking, of such action by reason such co-trustee or separate trustee.
(D) Any co-trustee or separate trustee may delegate to the Trustee the exercise of any act right, power, trust, duty or omission of any other trustee hereunder; andobligations, discretionary or otherwise.
(iiiE) the Issuers and the Trustee, The Trustee at any time time, by an any instrument in writing executed by them jointlywriting, may accept the resignation of or remove any such separate trustee or co- trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument 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 shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Issuers, the Issuers hereby appointing the Trustee their agent and attorney to act for them in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Issuers and the Trustee, or by the trustee alone pursuant to this Section.under this
Appears in 1 contract
Sources: Indenture of Trust (Collegiate Funding Services Inc)
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 aggregate principal amount of the outstanding Securities Notes 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 bank, 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
(iii) the Issuers and the Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co- co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument 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 shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Issuers, the Issuers hereby appointing the Trustee their agent and attorney to act for them in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Issuers and the Trustee, or by the trustee Trustee alone pursuant to this Section.
Appears in 1 contract
Sources: Indenture (Blue Steel Capital Corp)
Co-Trustee. (a) If Notwithstanding any other provisions of this Agreement or any other Security Document, at any time or times it shall be necessary or prudent in order to conform to time, for the purpose of meeting any law legal requirement of any jurisdiction in which any part of the Collateral shall may at the time be located, or the Collateral Trustee shall be advised by counsel satisfactory to it, that it is necessary or prudent in have the interest of the Holders, or 25% of the Holders of the outstanding Securities shall in writing so request the Trustee power 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 may execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or appoint one or more Persons approved by the Trustee and the Issuers, either to act as a co-collateral trustee or co-trustees (each a "co-trustee") collateral trustees, or separate collateral trustee or separate collateral trustees, of all or any part of the Collateral, jointly with and to vest in such Person or Persons, in such capacity and for the Trusteebenefit of the holders of Parity Secured Obligations, such title to the Collateral, or any part thereof, and subject 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 other provisions of this Section, such powers, duties, obligations, rights and trusts as the Collateral Trustee may reasonably consider necessary or desirable for such purpose. No co-collateral trustee or separate collateral trustee shall be required to meet the terms of eligibility as a successor trustee under Section 7.12 without the concurrence 6.2 hereof and no notice to any Senior Debt Representative or any holders of Parity Secured Obligations of the Issuers. The Issuers hereby appoint the Trustee as their agent and attorney to act for them appointment of any co-collateral trustee or separate collateral trustee shall be required under the foregoing provisions of this Section 7.12 in either of such contingencies6.2 hereof.
(b) Every separate trustee and every co-trustee, other than any successor Trustee appointed pursuant to Section 7.8, collateral trustee or separate collateral trustee shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i1) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder shall be conferred or imposed upon and exercised or performed by the Collateral Trustee and such separate co-collateral trustee or separate trustees or collateral trustee jointly (it being understood that such separate co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate collateral trustee or separate trustees or co-collateral trustee or co-trusteesis not authorized to act separately without the Collateral 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 Collateral 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 Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate co-collateral trustee or separate trustees or co-trustee or co-trustees;
(ii) no trustee hereunder shall be personally liable by reason collateral trustee, but solely at the direction of any act or omission of any other trustee hereunderthe Collateral Trustee; and
(iii2) the Issuers and the Trustee, Collateral Trustee may at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co- trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument 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 shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Issuers, the Issuers hereby appointing the Trustee their agent and attorney to act for them in such connection in such contingency. If the Trustee shall have appointed a separate collateral trustee or separate collateral trustee.
(c) Any notice, request or other writing given to the Collateral Trustee shall be deemed to have been given to each of the then co-collateral trustees or separate collateral trustees, as effectively as if given to each of them. Every instrument appointing any co-collateral trustee or separate collateral trustee shall refer to this Agreement and the conditions of this Section 5.15. Each co-trustees collateral trustee or separate collateral 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 Collateral Trustee or separately, as above providedmay be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreeemnt relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee Collateral Trustee. Every such instrument shall be filed with the Collateral Trustee.
(d) Any co-collateral trustee or separate collateral trustee may at any timetime constitute the Collateral Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by an instrument law, to do any lawful act under or in writing, accept respect of this Agreement and the resignation of or remove Security Documents on its behalf and in its name. If any such separate co-collateral trustee or separate collateral 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 Collateral Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee and the successor to any such separate collateral trustee or co-trustee shall be appointed by the Issuers and the Trustee, or by the trustee alone pursuant to this Sectionseparate collateral trustee.
Appears in 1 contract
Co-Trustee. (a) If at At any time or times it shall be necessary or prudent in order to conform to upon the consent of the Issuer, Servicer and Owner, for the purpose of meeting any law legal requirements of any jurisdiction in which any part of the Collateral shall Trust Estate may at the time be located, or the Trustee shall be advised by counsel satisfactory have the power 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 appoint one or more Persons approved by the Trustee and the Issuers, persons either to act as co-trustee or co-trustees (each a "co-trustee") of all or any of the Collateraltrustees, jointly with the Trustee, of all or any part of the Trust Estate, or to act as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such property. If person or persons, in such capacity, such right to the Issuers shall not have joined in the execution of Trust Estate or any part thereof, and such instruments and agreements within 10 days after they receive a written request from the Trustee to do sorights, powers, duties, trusts or if a notice of acceleration is in effect, obligations as the Trustee may act under consider necessary or desirable, subject to the foregoing remaining provisions of this Section 7.12 without 7.12. Every such co-trustee or separate trustee appointed pursuant to 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.Section
(ba) Every co-trustee or separate trustee and every co-trustee, other than any successor Trustee appointed pursuant to Section 7.8, shall, to the extent permitted by lawlaw but to such extent only, be appointed and act and be such, subject to the following provisions and conditionsterms, namely:
(i) all rights, powers, trusts, duties and obligations conferred by this Indenture upon the Trustee with respect to the custody, control or management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee;
(ii) all rights, powers, trusts, duties and obligations conferred or imposed upon the Trustee hereunder trustees shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, trustees or separate trustee or separate trustees jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees; provided, however, the Trustee shall remain responsible for exercising all rights and powers, maintaining all trusts and performing all duties and obligations conferred or imposed upon the trustees, except to the extent that that, under any the law of any jurisdiction in which any particular act or acts are to be performed performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations act or acts shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees;
(iiiii) any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee;
(iv) any co-trustee or separate trustee may delegate to the Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise;
(v) the Trustee at any time, by an instrument in writing, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 7.13. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 7.13;
(vi) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder;
(vii) any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Trustee shall be deemed to have been delivered to each co-trustee or separate trustee; and
(iiiviii) the Issuers and any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Trustee.
(b) Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, such co-trustee or separate trustee shall be vested with such interest in and to the Trust Estate or any part thereof, and with such rights, powers, duties or obligations, as shall be specified in the instrument of appointment jointly with the Trustee (except insofar as local law makes it necessary for any such co-trustee or separate trustee to act alone) subject to all the terms of this Indenture. Every such acceptance shall be filed with the Trustee. Any co-trustee or separate trustee may, at any time by an instrument in writing executed by them jointlywriting, may accept the resignation of or remove any such separate trustee or co- trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument within 10 days after they receive a written request from constitute the Trustee its or his or her attorney-in-fact and agent, with full power and authority to do so, or if a notice of acceleration is in effect, the Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee all acts and things and to appoint a successor without the concurrence of the Issuers, the Issuers hereby appointing the Trustee their agent exercise all discretion on its or his or her behalf and attorney to act for them in such connection in such contingency. If the Trustee shall have appointed a separate trustee its or separate trustees his or her name.
(c) In case any co-trustee or co-trustees as above providedseparate trustee shall die, become incapable of acting, resign or be removed, the Trustee may at any timetitle to the Trust Estate and all rights, by an instrument in writingpowers, accept the resignation trusts, duties and obligations of or remove any such separate trustee or said co-trustee and the successor to any such or separate trustee or shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed by in the Issuers and the Trustee, or by the trustee alone pursuant to this Sectionmanner herein provided.
Appears in 1 contract
Sources: Trust Indenture
Co-Trustee. (a) If at any time or times it It is the purpose of this Indenture that there shall be necessary or prudent in order to conform to no violation of any law of any jurisdiction denying or restricting the right of certain banking corporations or associations to transact business as trustee as contemplated herein in which any such jurisdiction. The following provisions of this Section 13.14 are included in the Collateral shall be located, or the Trustee shall be advised by counsel satisfactory to it, event that it is necessary that the Trustee appoint an additional institution as a separate Trustee or prudent in Co-Trustee. In the interest event of the Holders, incapacity or 25% lack of authority of the Holders Trustee, by reason of any present or future law of any jurisdiction, to exercise any of the outstanding Securities rights, powers and trusts herein granted to the Trustee or to hold title to the Trust Estate or to take any other action which may be necessary or desirable in connection therewith, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate Trustee or Co-Trustee but only to the extent necessary to enable the separate Trustee or Co-Trustee to exercise such rights, powers and trusts, and every covenant and obligation necessary to the exercise thereof shall run to and be enforceable by such separate Trustee or Co-Trustee. Should any deed, conveyance or instrument in writing from the Issuer be required by the separate Trustee or Co-Trustee 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 appointed by the Trustee in order to more fully and certainly vest in and confirm to him or it such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments shall, on request, be executed, acknowledged and delivered by the IssuersIssuer. In case any separate Trustee or Co-Trustee or a successor to either, either to act as coshall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate Trustee or Co-trustee or co-trustees (each a "co-trustee") of all or any of the Collateral, jointly with the Trustee, or to act so far 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 shall vest in 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 until the appointment of a new 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
(iii) the Issuers and the Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co- trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee Trustee or coCo-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument 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 shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Issuers, the Issuers hereby appointing the Trustee their agent and attorney to act for them in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Issuers and the Trustee, or by the trustee alone pursuant to this Section.
Appears in 1 contract
Co-Trustee. (a) If at At any time or times it shall be necessary or prudent in order to conform to any law times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Collateral shall Trust Fund hereunder may at the time be located, or the Trustee shall be advised by counsel satisfactory have power 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 appoint one or more Persons persons approved by the Trustee and the Issuers, 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, of all or any part of the Trust Fund hereunder, or to act as separate a separateco-trustee or trustees of any property constituting part thereof, in either case with such property. If the Issuers shall not have joined powers as may be provided in the execution instrument of appointment, and to vest in such instruments and agreements within 10 days after they receive a written request from person or persons in the Trustee capacity as aforesaid, any property, title, right or power deemed necessary or desirable, subject to do so, or if a notice of acceleration is in effect, the Trustee may act under the foregoing remaining 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 contingencies6.7.
(b) Every separate trustee and every or co-trustee, other than any successor Trustee appointed pursuant to Section 7.8, trustee shall, to the extent permitted by law, but to such extent only, be appointed and act and be such, subject to the following provisions and conditionsterms:
(i) all The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee hereunder shall be conferred or imposed and exercised or performed by apply to 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-trusteestrustee, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed 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 co-trustee.
(ii) The Trustee at any time, by an instrument in writing executed by it, may accept the resignation of or remove any separate trustees trustee or co-trustee appointed under this Section 6.7. A successor to any separate trustee or co-trustees;trustee so resigned or removed may be appointed in the manner provided in this Section 6.7.
(iiiii) no No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and.
(iiiiv) No power given hereby to any such separate trustee or co- trustee shall be separately exercised hereunder by such separate trustee or co-trustee except with the Issuers and consent in writing of the Trustee, anything here in contained to the contrary notwithstanding.
(c) Upon the acceptance in writing of such appointment by any such separate trustee or co-trustee it shall be vested with the estates or property specified in the instrument of appointment jointly with the Trustee (except insofar as local law makes it necessary for any such separate trustee to act alone) subject to all the terms of this Trust Agreement. Every such acceptance shall be filed with the Company. Any separate trustee or co- trustee may, at any time by an instrument in writing executed by them jointlywriting, may accept the resignation of or remove any such separate trustee or co- trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument within 10 days after they receive a written request from constitute the Trustee its agent and attorney-in-fact, with full power and authority to do so, or if a notice of acceleration is in effect, the Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee all acts and things and to appoint a successor without the concurrence of the Issuers, the Issuers hereby appointing the Trustee their agent exercise all discretion on its behalf and attorney to act for them in such connection in such contingencyits name. If the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Issuers and the Trustee, or by the trustee alone pursuant to this Section.Section 6.8
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Northeast Utilities System)
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, it that it is necessary or prudent in the interest of the Holders, or 25% of the Holders of at least 25% in aggregate principal amount of the outstanding Securities Notes shall in writing so request the Trustee and the IssuersCompany, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Trustee Trustee, the Company and the Issuers Guarantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons persons approved by the Trustee and the IssuersCompany, 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 Company or the Guarantors shall not have joined in the execution of such instruments and agreements within 10 days after they receive the Company receives a written request from the Trustee to do so, or if a notice an Event of acceleration Default has occurred and is in effectcontinuing, the Trustee may act under the foregoing provisions of this Section 7.12 without the concurrence of the IssuersCompany or any Guarantor. The Issuers Company and each of the Guarantors each hereby appoint the Trustee as their its agent and attorney to act for them it 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 7.87.09 hereof, 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 singly by such separate trustee or separate trustees or co-trustee or co-trustees, but solely at the direction of the Trustee;
(ii) no trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee or co-trustee hereunder; and
(iii) the Issuers Company, the Guarantors and the Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co- co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers Company or the Guarantors shall not have joined in the execution of any such instrument within 10 days after they receive the Company receives a written request from the Trustee to do so, or if a notice an Event of acceleration Default has occurred and is in effectcontinuing, the Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the IssuersCompany or any Guarantor, the Issuers Company and each of the Guarantors each hereby appointing the Trustee their its agent and attorney to act for them it in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Issuers Company, the Guarantors and the Trustee, or by the trustee Trustee alone pursuant to this SectionSection 7.12.
Appears in 1 contract
Sources: Indenture (New Cf&i Inc)
Co-Trustee. At any time or times, for the purpose of (a) If at meeting any time or times it shall be necessary or prudent in order to conform to any law legal requirements of any jurisdiction state in which the Trustee determines it necessary to take any action hereunder or (b) establishing the eligibility of the Collateral shall be locatedany Financed Student Loans for receipt of federal payments with respect thereto, or the Trustee shall be advised by counsel satisfactory have power to itappoint, that it is necessary or prudent in and, upon the interest request of the Holders, Trustee or 25% of the Holders of at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or of any Other Beneficiary, the outstanding Securities Corporation shall in writing so request for such purpose join with the Trustee and the Issuers, or the Trustee shall deem it desirable for its own protection in the execution, delivery and 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 appoint one or more Persons approved by the Trustee and the Issuers, either to act as co-trustee or co-trustees (each a "co-trustee") co- trustees, jointly with the Trustee of all or any part of the Collateral, jointly with the Trusteetrust estate, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such propertyperson or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereof. If the Issuers Corporation shall not have joined in the execution of such instruments and agreements appointment within 10 fifteen (15) days after they receive the receipt by it of a written request from the Trustee so to do sodo, or if a notice in case an Event of acceleration is in effectDefault shall have occurred and be continuing, the Trustee may act under the foregoing provisions of this Section 7.12 without the concurrence of the Issuersalone shall have power to make such appointment. The Issuers hereby appoint the Trustee Corporation shall execute, acknowledge and deliver all such instruments as their agent and attorney to act for them under the foregoing provisions of this Section 7.12 in either of may be required by any such contingencies.
(b) co-trustee or separate trustee. Every co-trustee or separate trustee and every co-trustee, other than any successor Trustee appointed pursuant to Section 7.8, shall, to the extent permitted by lawlaw but to such extent only, be appointed and act and be such, subject to the following provisions and conditionsterms, namely:
(iA) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee.
(B) All rights, powers, trusts, duties and obligations conferred or imposed upon the Trustee hereunder trustees shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such co-trustee or co- trustees or 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 or separate trustee or separate trustees, except to the extent that that, under any the law of any jurisdiction in which any particular act or acts are to be performed performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations act or acts shall be exercised and performed by such co- trustee or co-trustees or separate trustee or separate trustees or trustees.
(C) Any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustees;trustee or separate trustee.
(iiD) no Any co-trustee or separate trustee may delegate to the Trustee the exercise of any right, power, trust, duty or obligations, discretionary or otherwise.
(E) The Trustee at any time, by any instrument in writing, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 7.12. Upon the request of the Trustee, the Corporation shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal.
(F) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and.
(iiiG) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Issuers and Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee.
(H) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Trustee. Upon the acceptance in writing of such appointment by any such co- trustee or separate trustee, it or he or she shall be vested with such title to the trust estate or any part thereof, and with such rights, powers, duties or obligations, as shall be specified in the instrument of appointment jointly with the Trustee (except insofar as local law makes it necessary for any such co- trustee or separate trustee to act alone) subject to all the terms of this Indenture. Every such acceptance shall be filed with the Trustee. Any co- trustee or separate trustee may, at any time by an instrument in writing executed by them jointlywriting, may accept constitute the resignation of Trustee, its or remove any such separate trustee or co- trustee andhis attorney-in-fact and agent, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument within 10 days after they receive a written request from the Trustee with full power and authority to do so, or if a notice of acceleration is in effect, the Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee all acts and things and to appoint a successor without the concurrence of the Issuers, the Issuers hereby appointing the Trustee their agent exercise all discretion on its or his behalf and attorney to act for them in such connection in such contingencyits or his name. If the Trustee shall have appointed a separate trustee or separate trustees or In case any co-trustee or co-trustees as above providedseparate trustee shall die, become incapable of acting, resign or be removed, the Trustee may at any timetitle to the trust estate, by an instrument in writingand all rights, accept the resignation powers, trusts, duties and obligations of or remove any such separate trustee or said co-trustee and the successor to any such or separate trustee or shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed by in the Issuers and the Trustee, or by the trustee alone pursuant to this Sectionmanner herein provided.
Appears in 1 contract
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 IssuersCompany, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Trustee and the Issuers 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 IssuersCompany, either to act as co-trustee or co-trustees (each 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 Company shall not have joined in the execution of such instruments and agreements within 10 days after they receive 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 7.12 without the concurrence of the IssuersCompany. The Issuers Company hereby appoint appoints the Trustee as their its agent and attorney to act for them it 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
(iii) the Issuers Company and the Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co- co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers Company shall not have joined in the execution of any such instrument within 10 days after they receive it receives a written request from the Trustee to do so, or if a notice of acceleration is in effect, the Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the IssuersCompany, the Issuers Company hereby appointing the Trustee their its agent and attorney to act for them it in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees trus- tees or co-trustee or co-trustees as above provided, the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Issuers Company and the Trustee, or by the trustee alone pursuant to this Section.
Appears in 1 contract
Sources: Indenture (Toms Foods Inc)
Co-Trustee. At any time or times, for the purpose of ----------
(a) If at meeting any time or times it shall be necessary or prudent in order to conform to any law legal requirements of any jurisdiction state in which the Trustee determines it necessary to take any action hereunder or (b) establishing the eligibility of the Collateral shall be locatedany Financed Student Loans for receipt of federal payments with respect thereto, or the Trustee shall be advised by counsel satisfactory have power to itappoint, that it is necessary or prudent in and, upon the interest request of the Holders, Trustee or 25% of the Holders of at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or of any Other Beneficiary, the outstanding Securities Corporation shall in writing so request for such purpose join with the Trustee and the Issuers, or the Trustee shall deem it desirable for its own protection in the execution, delivery and 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 appoint one or more Persons approved by the Trustee and the Issuers, either to act as co-trustee or co-trustees (each a "co-trustee") co- trustees, jointly with the Trustee of all or any part of the Collateral, jointly with the Trusteetrust estate, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such propertyperson or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereof. If the Issuers Corporation shall not have joined in the execution of such instruments and agreements appointment within 10 fifteen (15) days after they receive the receipt by it of a written request from the Trustee so to do sodo, or if a notice in case an Event of acceleration is in effectDefault shall have occurred and be continuing, the Trustee may act under the foregoing provisions of this Section 7.12 without the concurrence of the Issuersalone shall have power to make such appointment. The Issuers hereby appoint the Trustee Corporation shall execute, acknowledge and deliver all such instruments as their agent and attorney to act for them under the foregoing provisions of this Section 7.12 in either of may be required by any such contingencies.
(b) co-trustee or separate trustee. Every co-trustee or separate trustee and every co-trustee, other than any successor Trustee appointed pursuant to Section 7.8, shall, to the extent permitted by lawlaw but to such extent only, be appointed and act and be such, subject to the following provisions and conditionsterms, namely:
(iA) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee.
(B) All rights, powers, trusts, duties and obligations conferred or imposed upon the Trustee hereunder trustees shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such co-trustee or co- trustees or 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 or separate trustee or separate trustees, except to the extent that that, under any the law of any jurisdiction in which any particular act or acts are to be performed performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations act or acts shall be exercised and performed by such co- trustee or co-trustees or separate trustee or separate trustees or trustees.
(C) Any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustees;trustee or separate trustee.
(iiD) no Any co-trustee or separate trustee may delegate to the Trustee the exercise of any right, power, trust, duty or obligations, discretionary or otherwise.
(E) The Trustee at any time, by any instrument in writing, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 7.12. Upon the request of the Trustee, the Corporation shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal.
(F) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and.
(iiiG) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Issuers and Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee.
(H) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Trustee. Upon the acceptance in writing of such appointment by any such co- trustee or separate trustee, it or he or she shall be vested with such title to the trust estate or any part thereof, and with such rights, powers, duties or obligations, as shall be specified in the instrument of appointment jointly with the Trustee (except insofar as local law makes it necessary for any such co- trustee or separate trustee to act alone) subject to all the terms of this Indenture. Every such acceptance shall be filed with the Trustee. Any co- trustee or separate trustee may, at any time by an instrument in writing executed by them jointlywriting, may accept constitute the resignation of Trustee, its or remove any such separate trustee or co- trustee andhis attorney-in-fact and agent, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument within 10 days after they receive a written request from the Trustee with full power and authority to do so, or if a notice of acceleration is in effect, the Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee all acts and things and to appoint a successor without the concurrence of the Issuers, the Issuers hereby appointing the Trustee their agent exercise all discretion on its or his behalf and attorney to act for them in such connection in such contingencyits or his name. If the Trustee shall have appointed a separate trustee or separate trustees or In case any co-trustee or co-trustees as above providedseparate trustee shall die, become incapable of acting, resign or be removed, the Trustee may at any timetitle to the trust estate, by an instrument in writingand all rights, accept the resignation powers, trusts, duties and obligations of or remove any such separate trustee or said co-trustee and the successor to any such or separate trustee or shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed by in the Issuers and the Trustee, or by the trustee alone pursuant to this Sectionmanner herein provided.
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Co-Trustee. At any time or times, for the purpose of (a) If at meeting any time or times it shall be necessary or prudent in order to conform to any law legal requirements of any jurisdiction state in which the Trustee determines it necessary to take any action hereunder or (b) establishing the eligibility of the Collateral shall be locatedany Financed Student Loans for receipt of federal payments with respect thereto, or the Trustee shall be advised by counsel satisfactory have power to itappoint, that it is necessary or prudent in and, upon the interest request of the Holders, Trustee or 25% of the Holders of at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or (if no Senior Notes or Subordinate Notes are Outstanding) of any Other Beneficiary, the outstanding Securities Corporation shall in writing so request for such purpose join with the Trustee and the Issuers, or the Trustee shall deem it desirable for its own protection in the execution, delivery and 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 appoint one or more Persons approved by the Trustee and the Issuers, either to act as co-trustee or co-trustees (each a "co-trustee") trustees, jointly with the Trustee of all or any part of the Collateral, jointly with the Trusteetrust estate, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such propertyperson or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereof. If the Issuers Corporation shall not have joined in the execution of such instruments and agreements appointment within 10 fifteen (15) days after they receive the receipt by it of a written request from the Trustee so to do sodo, or if a notice in case an Event of acceleration is in effectDefault shall have occurred and be continuing, the Trustee may act under the foregoing provisions of this Section 7.12 without the concurrence of the Issuersalone shall have power to make such appointment. The Issuers hereby appoint the Trustee Corporation shall execute, acknowledge and deliver all such instruments as their agent and attorney to act for them under the foregoing provisions of this Section 7.12 in either of may be required by any such contingencies.
(b) co-trustee or separate trustee. Every co-trustee or separate trustee and every co-trustee, other than any successor Trustee appointed pursuant to Section 7.8, shall, to the extent permitted by lawlaw but to such extent only, be appointed and act and be such, subject to the following provisions and conditionsterms, namely:
(iA) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee.
(B) All rights, powers, trusts, duties and obligations conferred or imposed upon the Trustee hereunder trustees shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, trustees or separate trustee or separate trustees jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that that, under any the law of any jurisdiction in which any particular act or acts are to be performed performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations act or acts shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees;.
(iiC) no Any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee.
(D) Any co-trustee or separate trustee may delegate to the Trustee the exercise of any right, power, trust, duty or obligations, discretionary or otherwise.
(E) The Trustee at any time, by any instrument in writing, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 7.12. Upon the request of the Trustee, the Corporation shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal.
(F) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and.
(iiiG) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Issuers and Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee.
(H) Any moneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Trustee. Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, it or he or she shall be vested with such title to the trust estate or any part thereof, and with such rights, powers, duties or obligations, as shall be specified in the instrument of appointment jointly with the Trustee (except insofar as local law makes it necessary for any such co-trustee or separate trustee to act alone) subject to all the terms of this Indenture. Every such acceptance shall be filed with the Trustee. Any co-trustee or separate trustee may, at any time by an instrument in writing executed by them jointlywriting, may accept constitute the resignation of Trustee, its or remove any such separate trustee or co- trustee andhis attorney-in-fact and agent, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument within 10 days after they receive a written request from the Trustee with full power and authority to do so, or if a notice of acceleration is in effect, the Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee all acts and things and to appoint a successor without the concurrence of the Issuers, the Issuers hereby appointing the Trustee their agent exercise all discretion on its or his behalf and attorney to act for them in such connection in such contingencyits or his name. If the Trustee shall have appointed a separate trustee or separate trustees or In case any co-trustee or co-trustees as above providedseparate trustee shall die, become incapable of acting, resign or be removed, the Trustee may at any timetitle to the trust estate, by an instrument in writingand all rights, accept the resignation powers, trusts, duties and obligations of or remove any such separate trustee or said co-trustee and the successor to any such or separate trustee or shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed by in the Issuers and the Trustee, or by the trustee alone pursuant to this Sectionmanner herein provided.
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