Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Mortgaged Property may at the time be located, the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, jointly with the Trustee, of all or any part of the Mortgaged Property, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions: (i) the Bonds shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash 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 in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee; (iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 4 contracts
Sources: Indenture of Mortgage (PG&E Corp), Indenture of Mortgage (PG&E Corp), Security Agreement and Mortgage (Pacific Gas & Electric Co)
Co-Trustees and Separate Trustees. At Whenever the Owner Trustee shall deem it necessary or prudent in order to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the time be locatedTrust Estate, the Company Owner Trust Certificates or any Operative Agreement, or the Owner Trustee shall be advised in writing by counsel reasonably satisfactory to it that it is so necessary or prudent, the Owner Trustee and the Trustee Certificateholders shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, constitute one or more Persons approved by Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee andmay appoint one or more of its officers), if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, trustees or co-trustees jointly with the Trustee, Owner Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Persons, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are reasonably satisfactory to the other provisions of this SectionOwner Trustee and the Certificateholders. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee;
(ii) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 4 contracts
Sources: Deposit Trust Agreement (Delta Financial Corp), Deposit Trust Agreement (Delta Financial Corp), Indenture (Delta Financial Corp)
Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Mortgaged Property may at the time be located, the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent percentum (33%) in principal amount of the Bonds Securities then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, jointly with the Trustee, of all or any part of the Mortgaged Property, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:
(iA) the Bonds Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;
(iiB) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, performed the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iiiC) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(ivD) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(vE) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 3 contracts
Sources: First Mortgage Indenture (Allegheny Energy, Inc), General and Refunding Mortgage Indenture (Nevada Power Co), General and Refunding Mortgage Indenture (Nevada Power Co)
Co-Trustees and Separate Trustees. (a) At any time or times, if the Issuer, the Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any jurisdiction in which any of the Mortgaged Property Trust Estate may at the time be located, the Company Issuer and the Trustee shall have power to appoint, and, upon the written request of the Trustee or the holders of a majority of the Holders of at least thirty-three percent (33%) in principal amount then Outstanding Principal Amount of the Bonds then OutstandingNotes, the Company Issuer shall for such purpose join with the Trustee in the execution execution, delivery, and delivery performance of all instruments and agreements necessary or proper to appoint, appoint one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, jointly with the Trustee, of all or any part of the Mortgaged Propertysuch Trust Estate, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company Issuer does not join in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or if in case an Event of Default shall have has occurred and be is continuing, the Trustee Trustee, or the holders of a majority of the then Outstanding Principal Amount of the Notes, alone shall have power to make such appointment. .
(b) Should any written instrument or instruments from the Company Issuer be required by any co-trustee or separate trustee so appointed to for more fully confirm confirming to such co-trustee or separate trustee such property, title, right right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the CompanyIssuer. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditionsterms:
(i) the Bonds The Notes shall be authenticated and delivered, delivered and all rights, powers, duties duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solelyexercised, solely by the Trustee;.
(ii) the The rights, powers, duties duties, and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that that, under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;.
(iii) the The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyIssuer evidenced by a Trust Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if in case an Event of Default shall have has occurred and be is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the CompanyIssuer. Upon the written request of the Trustee, the Company Issuer shall join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;.
(iv) neither the Trustee nor any No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such trustee hereunder; andhereunder and the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.12.
(v) any Any Act of Holders Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 3 contracts
Sources: Indenture (Copelco Capital Receivables LLC), Indenture (Copelco Capital Funding LLC 99-B), Indenture (Copelco Capital Funding LLC 2000-A)
Co-Trustees and Separate Trustees. At Whenever the Delaware Trustee or the Required Certificateholders shall deem it necessary or prudent in order either to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or bring any suit with respect to the time Trust Estate or the Indenture, or the Delaware Trustee or the Required Certificateholders shall be locatedadvised by counsel satisfactory to it or them that it is so necessary or prudent, the Company Delaware Trustee and the Trustee Certificateholders shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, constitute one or more Persons approved by persons (and the Delaware Trustee and, if no Event may appoint one or more of Default shall have occurred and be continuing, by the Company its officers) either to act as co-trustee, trustee or co-trustees jointly with the Trustee, Delaware Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Personspersons, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are satisfactory to the other provisions Delaware Trustee and the Required Certificateholders and, until the termination of this Sectionthe Indenture in accordance with its terms as are reasonably satisfactory to the Trustee. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall dissolve, die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Delaware Trustee;
(ii) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 2 contracts
Sources: Trust Agreement (Gmac Elf LLC), Trust Agreement (Gmac Elf LLC)
Co-Trustees and Separate Trustees. At Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the time be locatedTrust Estate, the Company Owner Trust Certificates, the Bonds or any Operative Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to each of them that it is so necessary or prudent, the Owner Trustee and the Trustee Certificateholders shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, constitute one or more Persons approved by , who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee andmay appoint one or more of its officers), if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, trustees or co-trustees jointly with the Trustee, Owner Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Persons, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are reasonably satisfactory to the other provisions of this SectionOwner Trustee and the Certificateholders. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee;
(ii) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 2 contracts
Sources: Deposit Trust Agreement (Criimi Mae CMBS Corp), Deposit Trust Agreement (Criimi Mae CMBS Corp)
Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Mortgaged Property Trust Fund may at the time be located, the Company Depositor and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount Certificates representing more than 50% of the Bonds then OutstandingAggregate Current Principal Amount of the Outstanding Regular Certificates, the Company Depositor shall for such purpose join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, jointly with the Trustee, of all or any part of the Mortgaged PropertyTrust Fund, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company Depositor does not join in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company Depositor be required by any co-trustee or separate trustee so appointed to for more fully confirm confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the CompanyDepositor. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditionsterms:
(ia) the Bonds The Certificates shall be authenticated executed and delivered, delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solelyexercised, solely by the Trustee;.
(iib) the The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that that, under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;.
(iiic) the The Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the CompanyDepositor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company Depositor shall join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;.
(ivd) neither the Trustee nor any No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder and the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder; and.
(ve) any Any Act of Holders Certificateholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 2 contracts
Sources: Trust Agreement (GNMAG Asset Backed Securitizations, LLC), Trust Agreement (GNMAG Asset Backed Securitizations, LLC)
Co-Trustees and Separate Trustees. At Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the time be locatedTrust Estate, the Company Owner Trust Certificates, the Bonds or any Operative Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to each of them that it is so necessary or prudent, the Owner Trustee and the Trustee Certificateholders shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, constitute one or more Persons approved by persons or entities, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee andmay appoint one or more of its officers), if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, trustees or co-trustees jointly with the Trustee, Owner Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person persons or Personsentities, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are reasonably satisfactory to the other provisions of this SectionOwner Trustee and the Certificateholders. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee;
(ii) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 2 contracts
Sources: Deposit Trust Agreement (Criimi Mae Inc), Deposit Trust Agreement (Criimi Mae Inc)
Co-Trustees and Separate Trustees. (a) At any time or times, if the Issuer, the Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any jurisdiction in which any of the Mortgaged Property Trust Estate may at the time be located, the Company Issuer and the Trustee shall have power to appoint, and, upon the written request of the Trustee or the holders of a majority of the Holders of at least thirty-three percent (33%) in principal amount then Outstanding Principal Amount of the Bonds then OutstandingNotes, the Company Issuer shall for such purpose join with the Trustee in the execution execution, delivery, and delivery performance of all instruments and agreements necessary or proper to appoint, appoint one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, jointly with the Trustee, of all or any part of the Mortgaged Propertysuch Trust Estate, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company Issuer does not join in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or if in case an Event of Default shall have has occurred and be is continuing, the Trustee Trustee, or the holders of a majority of the then Outstanding Principal Amount of the Notes, alone shall have power to make such appointment. .
(b) Should any written instrument or instruments from the Company Issuer be required by any co-trustee or separate trustee so appointed to for more fully confirm confirming to such co-trustee or separate trustee such property, title, right right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. Issuer.
(i) Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditionsterms:
(iii) the Bonds The Notes shall be authenticated and delivered, delivered and all rights, powers, duties duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solelyexercised, solely by the Trustee;.
(iiiii) the The rights, powers, duties duties, and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that that, under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;.
(iiiiv) the The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyIssuer evidenced by a Trust Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if in case an Event of Default shall have has occurred and be is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the CompanyIssuer. Upon the written request of the Trustee, the Company Issuer shall join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;.
(ivv) neither the Trustee nor any No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such trustee hereunder; andhereunder and the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.12.
(vvi) any Any Act of Holders Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 2 contracts
Sources: Indenture (Copelco Capital Funding LLC 99-1), Indenture (Ikon Receivables LLC)
Co-Trustees and Separate Trustees. At Whenever the Trustee or the Managing Beneficiary will deem it necessary or prudent in order either to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate will be situated or to make any claim or bring any suit with respect to the time be locatedTrust Estate, the Company and the Trustee shall have power to appoint, and, upon the written request of or whenever the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then OutstandingBeneficiary will be advised by counsel satisfactory to them that such action is necessary or prudent, the Company shall for such purpose join with Trustee and the Trustee in the execution Beneficiary will execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and will take all other actions, necessary or proper to appoint, appoint one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, trustee or co-trustees jointly with the Trustee, Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as a separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Persons, in such capacity, such title to the capacity aforesaidTrust Estate or any part thereof, any propertyand such rights or duties, title, right or power deemed as may be necessary or desirable, subject all for such period and under such terms and conditions as are satisfactory to the other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash 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 in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing Beneficiary. In case a Disqualification Event will occur with respect to any such co-trustee or separate trustee, except a separate co-trustee or separate trustee shall be appointed and the title to the extent that under any law Trust Estate and all rights and duties of any jurisdiction such disqualified co-trustee or separate trustee will, so far as permitted by law, vest in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by the successor to such disqualified co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 2 contracts
Sources: Trust Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust), Trust Agreement
Co-Trustees and Separate Trustees. At Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the time be locatedTrust Estate, the Company Trust Certificates, the Notes or any Related Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to each of them that it is so necessary or prudent, the Owner Trustee and the Trustee Certificateholders shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, constitute one or more Persons approved by persons or entities, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee andmay appoint one or more of its officers), if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, trustees or co-trustees jointly with the Trustee, Owner Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person persons or Personsentities, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are reasonably satisfactory to the other provisions of this SectionOwner Trustee and the Certificateholders. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee;
(ii) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract
Co-Trustees and Separate Trustees. (a) At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Mortgaged Property Trust Estate may at the time be locatedlocated or maintaining the situs of Permitted Investments in a particular jurisdiction, Golden State Petroleum, as agent for the Company Owners, and the Indenture Trustee shall have power to appoint, and, upon the written request of the Indenture Trustee or of the Holders of at least thirty-three percent (33%) 25% in principal amount of the Bonds then Mortgage Notes Outstanding, Golden State Petroleum, as agent for the Company Owners, shall for such purpose join with the Indenture Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Indenture Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, jointly with the Indenture Trustee, of or all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If Golden State Petroleum, as agent for the Company Owners, does not join in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or if in case an Event of Default shall have has occurred and be is continuing, the Indenture Trustee alone shall have power to make such appointment. .
(b) Should any written instrument or instruments from Golden State Petroleum, as agent for the Company Owners, be required by any co-trustee or separate trustee so appointed to for more fully confirm confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. Golden State Petroleum.
(c) Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditionsterms, namely:
(i) the Bonds The Mortgage Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised solely, by the Indenture Trustee;.
(ii) the The rights, powers, duties and obligations hereby conferred or imposed upon the Indenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Indenture Trustee or by the Indenture Trustee and such co-trustee or separate trustee jointlyjointly or with the written consent of the Indenture Trustee, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or unqualified not qualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;.
(iii) the The Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyGolden State Petroleum, as agent for the Owners, evidenced by a Board Resolution, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if in case an Indenture Event of Default shall have has occurred and be is continuing, the Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of Golden State Petroleum, as agent for the CompanyOwners. Upon the written request of the Indenture Trustee, Golden State Petroleum, as agent for the Company Owners, shall join with the Indenture Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;.
(iv) neither the Trustee nor any No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Indenture Trustee, or any other such trustee hereunder; and.
(v) any Act Any act of Holders Noteholders delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.. ARTICLE NINE
Appears in 1 contract
Co-Trustees and Separate Trustees. At Whenever the Trustee or --------------------------------- all Certificate Holders shall deem it necessary or prudent in order either to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or bring any suit with respect to the time be locatedTrust Estate, the Company and the Trustee shall have power to appointSecurities or any Operative Agreement, and, upon the written request of or the Trustee or each of the Certificate Holders of at least thirty-three percent (33%) in principal amount shall be advised by counsel satisfactory to it that it is so necessary or prudent, the Trustee and each of the Bonds then Outstanding, the Company Certificate Holders shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, appoint one or more Persons approved by (and the Trustee and, if no Event may appoint one or more of Default shall have occurred and be continuing, by the Company its officers) either to act as co-trustee, trustee or co-trustees jointly with the Trustee, Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Persons, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are satisfactory to the other provisions of this SectionTrustee and the Certificate Holders. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash 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) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract
Co-Trustees and Separate Trustees. At Whenever the Trustee or all --------------------------------- Certificate Holders shall deem it necessary or prudent in order either to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or bring any suit with respect to the time be locatedTrust Estate, the Company and the Trustee shall have power to appointSecurities or any Operative Agreement, and, upon the written request of or the Trustee or each of the Certificate Holders of at least thirty-three percent (33%) in principal amount shall be advised by counsel satisfactory to it that it is so necessary or prudent, the Trustee and each of the Bonds then Outstanding, the Company Certificate Holders shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, appoint one or more Persons approved by (and the Trustee and, if no Event may appoint one or more of Default shall have occurred and be continuing, by the Company its officers) either to act as co-trustee, trustee or co-trustees jointly with the Trustee, Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Persons, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are satisfactory to the other provisions of this SectionTrustee and the Certificate Holders. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash 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) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract
Co-Trustees and Separate Trustees. At Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any time or times, for the purpose of meeting the legal requirements Law of any jurisdiction in which all or any part of the Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the Trust Estate, the Ownership Certificate, the Bonds or any of the Mortgaged Property may at the time be locatedOperative Agreements, the Company Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to each of them that it is so necessary or prudent, the Owner Trustee and the Trustee Ownership Certificateholder shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, constitute one or more Persons approved by Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee andmay appoint one or more of its officers), if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, trustees or co-trustees jointly with the Trustee, Owner Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Persons, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are reasonably satisfactory to the other provisions of this SectionOwner Trustee and the Ownership Certificateholder. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by lawLaw, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee;
(ii) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract
Sources: Deposit Trust Agreement (Collateralized Mortgage Bonds Series 1999 1)
Co-Trustees and Separate Trustees. At Whenever the Trustee or a Majority in Interest of Owner Participants shall deem it necessary or prudent in order either to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or bring any suit with respect to the time be locatedTrust Estate or the Operative Documents, the Company and the Trustee shall have power to appoint, and, upon the written request of or either the Trustee or a Majority in Interest of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then OutstandingOwner Participants shall be advised by counsel satisfactory to it that it is so necessary or prudent, the Company Trustee and a Majority in Interest of Owner Participants shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, constitute one or more Persons approved by persons (and the Trustee and, if no Event may appoint one or more of Default its officers) (any and all of which shall have occurred and be continuing, by a "citizen of the Company United States" as defined in Section 101(16) of the Act) either to act as co-trustee, trustee or co-trustees jointly with the Trustee, Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Personspersons, in such capacity, such title to the capacity aforesaidTrust Estate or any part thereof, any property, title, right and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are satisfactory to the other provisions Trustee and a Majority in Interest of this SectionOwner Participants. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash 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) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract
Sources: Trust Agreement (Airlease LTD)
Co-Trustees and Separate Trustees. At Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the time be locatedTrust Estate, the Company Owner Trust Certificates, the Notes or any Operative Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to each of them that it is so necessary or prudent, the Owner Trustee and the Trustee Certificateholders shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, constitute one or more Persons approved by Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee andmay appoint one or more of its officers), if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, trustees or co-trustees jointly with the Trustee, Owner Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Persons, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are reasonably satisfactory to the other provisions of this SectionOwner Trustee and the Certificateholders. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights end duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee;
(ii) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract
Co-Trustees and Separate Trustees. At Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the time be locatedTrust Estate, the Company Owner Trust Certificates, the Bonds or any Operative Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to each of them that it is so necessary or prudent, the Owner Trustee and the Trustee Certificateholders shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, constitute one or more Persons approved by Persons, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee andmay appoint one or more of its officers), if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, trustees or co-trustees jointly with the Trustee, Owner Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Persons, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are reasonably satisfactory to the other provisions of this SectionOwner Trustee and the Certificateholders. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee;
(ii) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract
Sources: Deposit Trust Agreement (Imperial Credit Commercial Mortgage Acceptance Corp)
Co-Trustees and Separate Trustees. At Whenever the Owner Trustee or the Indenture Trustee shall deem it necessary or prudent in order to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or be a party to any suit with respect to the time be locatedTrust Estate, the Company Owner Trust Certificates, the Bonds or any Operative Agreement, or the Owner Trustee or the Indenture Trustee shall be advised in writing by counsel reasonably satisfactory to each of them that it is so necessary or prudent, the Owner Trustee and the Trustee Certificateholders shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, the Company shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, constitute one or more Persons approved by or entities, who need not meet the requirements of Section 9.1(c) hereof (and the Owner Trustee andmay appoint one or more of its Responsible Officers), if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, trustees or co-trustees jointly with the Trustee, Owner Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person persons or Personsentities, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are reasonably satisfactory to the other provisions of this SectionOwner Trustee and the Certificateholders. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Owner Trustee;
(ii) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract
Sources: Owner Trust Agreement (Imh Assets Corp Impac CMB Trust 1998 C1 Col Mor Bond 1998 C1)
Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Mortgaged Property security may at the time be located, the Company Borrower, the Subsidiary Guarantors and the Trustee shall have power to appoint, and, and upon the written request of the Trustee Trustee, the Agent or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then OutstandingRequired Banks, the Company Borrower and the Subsidiary Guarantors shall for such purpose join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to appoint, one or more Persons persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, jointly with the Trustee, of and, if deemed necessary by the appointing party, as secured party with respect to all or any part of the Mortgaged Propertysecurity, or to act as separate trustee of and, if deemed necessary as aforesaid, as secured party with respect to any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person person or Persons, persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does Borrower and the Subsidiary Guarantors do not join in such appointment within fifteen (15) days after the receipt by it them of a request so to do, or if in case an Event of Default shall have has occurred and be is continuing, the Trustee acting alone shall have power to make such appointment. Any person appointed as co-trustee or separate trustee hereunder shall satisfy the qualifications prescribed in clauses (i), (iii), (iv) and (vi) of Section 4.06. Should any written instrument or instruments from the Company Borrower and the Subsidiary Guarantors be required by any co-trustee or separate trustee so appointed to for more fully confirm confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the CompanyBorrower and the Subsidiary Guarantors. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditionsterms, namely:
(ia) the Bonds shall be authenticated and delivered, and all All rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property the Security Documents held by, or required to be deposited or pledged with, by the Trustee hereunder, shall be exercised solely, solely by the Trustee;.
(iib) the The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trusteeTrustee, except to the extent that under any law of or any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;.
(iiic) the The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyBorrower and the Subsidiary Guarantors evidenced by separate resolutions of the board of directors of each of the Borrower and the Subsidiary Guarantors, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if in case an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee may act alone in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;.
(ivd) neither the Trustee nor any No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such trustee hereunder; and.
(ve) any Act Any notice of Holders instruction delivered to the Trustee by the Agent or the Required Banks shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract
Co-Trustees and Separate Trustees. At Whenever the Trustee or the --------------------------------- Investor shall deem it necessary or prudent in order either to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate shall be situated or to make any claim or bring any suit with respect to the time be locatedTrust Estate, the Company and the Trustee shall have power to appointNotes or any Operative Document, and, upon the written request of or the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then OutstandingInvestor shall be advised by counsel satisfactory to it that it is so necessary or prudent, the Company Trustee and the Investor shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, appoint one or more Persons approved by (and the Trustee and, if no Event may appoint one or more of Default shall have occurred and be continuing, by the Company its officers) either to act as co-trustee, trustee or co- trustees jointly with the Trustee, Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Persons, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are satisfactory to the other provisions of this SectionTrustee and the Investor. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash 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) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract
Co-Trustees and Separate Trustees. At Whenever the Trustee or the Managing Beneficiary will deem it necessary or prudent in order either to conform to any time or times, for the purpose of meeting the legal requirements law of any jurisdiction in which all or any part of the Mortgaged Property may at Trust Estate will be situated or to make any claim or bring any suit with respect to the time be locatedTrust Estate, the Company and the Trustee shall have power to appoint, and, upon the written request of or whenever the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then OutstandingBeneficiaries will be advised by counsel satisfactory to them that such action is necessary or prudent, the Company shall for such purpose join with Trustee and the Trustee in the execution Beneficiaries will execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and will take all other actions, necessary or proper to appoint, appoint one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, trustee or co-trustees jointly with the Trustee, Trustee of all or any part of the Mortgaged PropertyTrust Estate, or to act as a separate trustee or separate trustees of all or any such property, in either case with such powers as may be provided in part of the instrument of appointmentTrust Estate, and to vest in such Person or Persons, in such capacity, such title to the capacity aforesaidTrust Estate or any part thereof, any propertyand such rights or duties, title, right or power deemed as may be necessary or desirable, subject all for such period and under such terms and conditions as are satisfactory to the other provisions of this Section. If the Company does not join in such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:
(i) the Bonds shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash 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 in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing Beneficiaries. In case a Disqualification Event will occur with respect to any such co-trustee or separate trustee, except the title to the extent that under any law Trust Estate and all rights and duties of any jurisdiction such co-trustee or separate trustee will, so far as permitted by law, vest in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by the Trustee, without the appointment of a successor to such co-trustee or separate trustee;
(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract
Sources: Trust Agreement (Citibank Nevada National Association)
Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Mortgaged Property may at the time be locatedapplicable jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds Notes then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to act as co-trustee, jointly with the Trustee, of all or any part of the Mortgaged Property, or to act as separate trustee of any such propertytrustee, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:
(ia) the Bonds Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securitiesNotes, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;
(iib) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee;
(iiic) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;
(ivd) neither the Trustee nor any no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder; and
(ve) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.
Appears in 1 contract