Common use of Co-Trustees Clause in Contracts

Co-Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or more Persons to act as co-collateral trustee that satisfies the eligibility requirement of Section 6.8 (subject to notice to the Rating Agency), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 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 this Section 6.12 and to perform such other acts as may be determined by the Co-Issuers and the Trustee. The Co-Issuers shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Co-Issuers do not join in such appointment within fifteen (15) days after the receipt by the Co-Issuers of a request to do so, the Trustee shall have the power to make such appointment. In no event shall any co-collateral trustee be deemed to be an agent or representative of the Trustee. Should any written instrument from the Co-Issuers be required by any co-collateral trustee so appointed, more fully confirming to such co-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Co-Issuers. The Co-Issuers agree to pay (but only from and to the extent of the Assets), to the extent funds are available therefor under the Priority of Distributions, any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:

Co-Trustees. At any time or times, for It is the purpose of meeting the legal requirements this Loan and Trust Agreement that there shall be no violation of any law of any jurisdiction in which any part (including particularly the law of the Assets may at State) denying or restricting the time be locatedright of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in case of litigation under this Loan and Trust Agreement, and in particular in case of the Co-Issuers and enforcement thereof on default, or in case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate or co-trustee. The following provisions of this Section shall have power to govern the appointment of separate or co-trustees. The Trustee may, in its discretion, appoint one or more Persons to act additional individuals or institutions as separate or co-collateral trustees by written instrument. The Trustee may from time to time, in writing, prescribe the powers, duties and rights of each separate or co-trustee that satisfies the eligibility requirement and may remove any such separate or co-trustee. Each and every remedy, power, right, claim, demand, cause of Section 6.8 (subject action, immunity, estate, title, interest and lien expressed or intended by this Loan and Trust Agreement to notice be exercised by or vested in or conveyed to the Rating Agency)Trustee with respect thereto shall, jointly with to the extent provided by the Trustee, of all be exercisable by and vest in such separate or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 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 co-trustee but only to the other provisions of this Section 6.12 extent necessary to enable the separate or co-trustee to exercise the powers, rights and to perform such other acts as may be determined duties so provided by the CoTrustee, and every covenant and obligation necessary to the exercise thereof by such separate or co-Issuers trustee shall run to and the Trustee. The Co-Issuers shall join with be enforceable by either the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a such separate or co-collateral trustee. If the Co-Issuers do not join in such appointment within fifteen (15) days after the receipt by the Co-Issuers of a request to do so, the Trustee shall have the power to make such appointment. In no event shall any co-collateral trustee be deemed to be an agent or representative of the Trustee. Should any written deed, conveyance or other instrument from the Co-Issuers Issuer be required by any the separate trustee or co-collateral trustee so appointed, appointed by the Trustee for more fully confirming to such co-collateral trustee such propertyand certainly vesting trusts, title, right or powerduties and obligations, any and all such deeds, conveyances and other instruments shall, shall on request, be executed, acknowledged and delivered by the Co-IssuersIssuer. The Co-Issuers agree to pay (but only from and to the extent of the Assets), to the extent funds are available therefor under the Priority of Distributions, In case any reasonable fees and expenses in connection with such appointment. Every separate trustee or co-collateral trustee, or a successor to either, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee shallor co-trustee, to the extent so far as permitted by law, but shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such extent only, be appointed subject to the following terms:separate trustee or co-trustee.

Co-Trustees. At It is the intention of the Trustee, that this Indenture shall not cause a violation of any time or times, for the purpose of meeting the legal requirements law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in which any part such jurisdiction. In furtherance of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or more Persons to act as co-collateral trustee that satisfies the eligibility requirement of Section 6.8 (subject to notice to the Rating Agency), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 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 this Section 6.12 and to perform such other acts as may be determined by the Co-Issuers and the Trustee. The Co-Issuers shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Co-Issuers do not join in such appointment within fifteen (15) days after the receipt by the Co-Issuers of a request to do soforegoing, the Trustee shall have may appoint an additional individual or institution that meets the power requirements of Section 8.10 hereof as a separate or co-trustee to make act in jurisdictions other than the United States and the United Kingdom. Upon such appointment. In no event , the Trustee will notify the Holders thereof and each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest, lien, duty and obligation expressed or intended by this Indenture to be exercised by, vested in, conveyed to or imposed on the Trustee with respect thereto shall any be exercisable by, vest in and be imposed on such separate or co-collateral trustee but, in the case of any such remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest or lien, only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be deemed to be an agent or representative enforceable by either of the Trusteethem. Should any written instrument in writing from the Co-Issuers Issuer be required by any the separate or co-collateral trustee so appointed, appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such co-collateral trustee such propertyproperties, titlerights, right or powerpowers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the CoIssuer at the expense of the Issuer; provided, that if an Event of Default shall have occurred and be continuing, if the Issuer does not execute any such instrument within fifteen (15) days after request therefor, the Trustee shall be empowered as an attorney-Issuersin-fact for the Issuer to execute any such instrument in the Issuer's name and stead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; provided that such co-trustee was appointed with due care. The CoTrustee may at any time accept the resignation of or remove any separate trustee or co-Issuers agree to pay (but only from and trustee. Any notice, request or other writing given to the extent Trustee shall be deemed to have been given to each of the Assets)then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article 8. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the 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 to, the Trustee. Every such instrument shall be filed with the Trustee and sent to the Holders. 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 funds are available therefor under the Priority of Distributions, any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shallnot prohibited by law or this Indenture, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:do any lawful act under or in respect of this Indenture on its behalf and in its name.

Co-Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or more Persons doing business under the laws of the United States of America or of any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000, subject to supervision or examination by federal or state authority, to act as co-collateral trustee that satisfies the eligibility requirement of Section 6.8 (subject to notice the written approval of S&P and, if such co-trustee does not have a long-term debt rating of at least "Baa1" by Moody's, subject to satisfaction of the Mxxxx'x Rating AgencyCondition), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 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 this Section 6.12 and to perform such other acts as may be determined by the Co-Issuers and the Trustee6.12. The Co-Issuers shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Co-Issuers do not join in such appointment within fifteen (15) 15 days after the receipt by the Co-Issuers them of a request to do so, the Trustee shall have the power to make such appointment. In no event shall any co-collateral trustee be deemed to be an agent or representative of the Trustee. Should any written instrument from the Co-Issuers be required by any co-collateral trustee so appointed, more fully confirming to such co-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Co-Issuers. The Co-Issuers agree to pay (but only from and to the extent of the Assets), to the extent funds are available therefor under the Priority of DistributionsSection 11.1(a)(i)(A), any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:

Co-Trustees. At It is the intention of the Trustee, that this Indenture shall not cause a violation of any time or times, for the purpose of meeting the legal requirements law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in which any part such jurisdiction. In furtherance of the Assets may at the time be locatedforegoing, the CoTrustee may appoint an additional individual or institution that meets the requirements of Section 8.10 hereof as a separate or co-Issuers trustee to act in jurisdictions other than the United States and the United Kingdom. Upon such appointment, the Trustee shall have power will notify the Holders thereof and each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest, lien, duty and obligation expressed or intended by this Indenture to appoint one be exercised by, vested in, conveyed to or more Persons to act as co-collateral trustee that satisfies imposed on the eligibility requirement of Section 6.8 Trustee with respect thereto (subject to notice to the Rating Agency), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 and to make such claims and enforce such rights of action on behalf of the Holders, as such Holders themselves may have including the right to doreasonable compensation and reimbursement of expenses for its services under this Section) shall be exercisable by, subject vest in and be imposed on such separate or co-trustee but, in the case of any such remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest or lien, only to the other provisions of this Section 6.12 extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and only to perform such other acts as may be determined the extent that the Trustee by the Co-Issuers laws of any jurisdiction is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to the Trustee. The Co-Issuers shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary exercise thereof by such separate or proper to appoint a co-collateral trustee. If the Co-Issuers do not join in such appointment within fifteen (15) days after the receipt trustee shall run to and be enforceable by the Co-Issuers either of a request to do so, the Trustee shall have the power to make such appointment. In no event shall any co-collateral trustee be deemed to be an agent or representative of the Trusteethem. Should any written instrument in writing from the Co-Issuers Issuer be required by any the separate or co-collateral trustee so appointed, appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such co-collateral trustee such propertyproperties, titlerights, right or powerpowers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the CoIssuer at the expense of the Issuer; provided that, if an Event of Default shall have occurred and be continuing, if the Issuer does not execute any such instrument within fifteen (15) days after request therefor, the Trustee shall be empowered as an attorney-Issuersin-fact for the Issuer to execute any such instrument in the Issuer's name and stead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; provided that such co-trustee was appointed with due care. The CoTrustee may at any time accept the resignation of or remove any separate trustee or co-Issuers agree to pay (but only from and trustee. Any notice, request or other writing given to the extent Trustee shall be deemed to have been given to each of the Assets)then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the 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 to, the Trustee. Every such instrument shall be filed with the Trustee and sent to the Holders. 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 funds are available therefor under the Priority of Distributions, any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shallnot prohibited by law or this Indenture, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:do any lawful act under or in respect of this Indenture on its behalf and in its name.

Co-Trustees. At It is the intention of the Trustee, that this Indenture shall not cause a violation of any time or times, for the purpose of meeting the legal requirements law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as trustee in which any part such jurisdiction. In furtherance of the Assets may at the time be located, the Co-Issuers and the Trustee shall have power to appoint one or more Persons to act as co-collateral trustee that satisfies the eligibility requirement of Section 6.8 (subject to notice to the Rating Agency), jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 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 this Section 6.12 and to perform such other acts as may be determined by the Co-Issuers and the Trustee. The Co-Issuers shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Co-Issuers do not join in such appointment within fifteen (15) days after the receipt by the Co-Issuers of a request to do soforegoing, the Trustee shall have may appoint an additional individual or institution that meets the power requirements of Section 7.10 hereof as a separate or co-trustee to make act in jurisdictions other than the United States and the United Kingdom. Upon such appointment. In no event , the Trustee will notify the Holders thereof and each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest, lien , duty and obligation expressed or intended by this Indenture to be exercised by, vested in, conveyed to or imposed on the Trustee with respect thereto shall any be exercisable by, vest in and be imposed on such separate or co-collateral trustee but, in the case of any such remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest or lien, only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and only to the extent that the Trustee by the laws of any jurisdiction is incapable of exercising such powers, rights and remedies and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be deemed to be an agent or representative enforceable by either of the Trusteethem. Should any written instrument in writing from the Co-Issuers Company be required by any the separate or co-collateral trustee so appointed, appointed by the Trustee for more fully and certainly vesting in and confirming to him or it such co-collateral trustee such propertyproperties, titlerights, right or powerpowers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the CoCompany at the expense of the Company; provided, that if an Event of Default shall have occurred and be continuing, if the Company does not execute any such instrument within fifteen (15) days after request therefor, the Trustee shall be empowered as an attorney-Issuersin-fact for the Company to execute any such instrument in the Company's name and stead. In case any separate or co-trustee or a successor to either shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate or co-trustee. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; provided that such co-trustee was appointed with due care. The CoTrustee may at any time accept the resignation of or remove any separate trustee or co-Issuers agree to pay (but only from and trustee. Any notice, request or other writing given to the extent Trustee shall be deemed to have been given to each of the Assets)then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the 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 to, the Trustee. Every such instrument shall be filed with the Trustee and sent to the Holders. 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 funds are available therefor under the Priority of Distributions, any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shallnot prohibited by law or this Indenture, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:do any lawful act under or in respect of this Indenture on its behalf and in its name.

Co-Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Assets may at the time be located, the Co-Issuers Issuer and the Trustee shall have power to appoint one or more Persons doing business under the laws of the United States of America or of any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000, subject to supervision or examination by federal or state authority, to act as co-collateral trustee that satisfies the eligibility requirement of Section 6.8 (subject to notice to the Rating Agency)trustee, jointly with the Trustee, of all or any part of the Assets, with the power to file such proofs of claim and take such other actions pursuant to Section 5.6 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 this Section 6.12 and to perform such other acts as may be determined by the Co-Issuers and the Trustee6.12. The Co-Issuers Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Co-Issuers Issuer do not join in such appointment within fifteen (15) 15 days after the receipt by the Co-Issuers them of a request to do so, the Trustee shall have the power to make such appointment. In no event shall any co-collateral trustee be deemed to be an agent or representative of the Trustee. Should any written instrument from the Co-Issuers Issuer be required by any co-collateral trustee so appointed, more fully confirming to such co-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Co-IssuersIssuer. The Co-Issuers agree Issuer agrees to pay (but only from and to the extent of the Assets), to the extent funds are available therefor under the Priority of DistributionsPayments, any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:

Co-Trustees. At any time or timestime, for the purpose of meeting the any legal requirements of any jurisdiction in which any part of connection with the Assets may at the time be locatedtransactions contemplated by this Trust Agreement, the Co-Issuers and the Trustee shall have power the power, and shall execute and deliver all instruments, to appoint one or more Persons approved by the Administrative Agent with the Majority Certificate Holders' written consent (provided no Loan Event of Default has occurred and is continuing) or, if the obligations owing to the Lenders have been satisfied in full, the Majority Certificate Holders, to act as co-collateral trustee that satisfies the eligibility requirement of Section 6.8 (subject to notice to the Rating Agency)trustee, or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the AssetsTrust Estate, and to vest in such Person 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 Administrative Agent with the power Majority Certificate Holders' written consent (provided no Loan Event of Default has occurred and is continuing) or, if the obligations owing to file such proofs of claim the Lenders have been satisfied in full, the Majority Certificate Holders and take such other actions pursuant to Section 5.6 Trustee may consider necessary or desirable. The Administrative Agent and to make such claims and enforce such rights of action on behalf Lessee hereby agree that any employee of the HoldersTrust Company shall be acceptable, without any further consent hereunder, as such Holders themselves may have the right to do, subject to the other provisions of this Section 6.12 and to perform such other acts as may be determined by the Co-Issuers and the Trustee. The Co-Issuers shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint a co-collateral trustee. If the Co-Issuers do Majority Certificate Holders, the Administrative Agent and (if no Lease Default or Lease Event of Default has occurred and is continuing) Lessee shall not join have joined in such appointment within fifteen (15) days after the receipt by the Co-Issuers them of a request to do so, the Trustee alone shall have the power to make such appointment. In no event Trustee shall not be liable for any act or omission of any co-collateral trustee be deemed to be an agent or representative of the Trustee. Should any written instrument from the Co-Issuers be required by any co-collateral separate trustee so appointed, more fully confirming to such co-collateral trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Co-Issuers. The Co-Issuers agree to pay (but only from and to the extent of the Assets), to the extent funds are available therefor appointed under the Priority of Distributions, any reasonable fees and expenses in connection with such appointment. Every co-collateral trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms:this Section 5.12.