Common use of Appointment of Co-Trustee, Separate Trustee Clause in Contracts

Appointment of Co-Trustee, Separate Trustee. Agents or Custodian (a) Notwithstanding any other provisions hereof, at any time, the Trustee, the Depositor or, in the case of the Trust, the Certificateholders evidencing more than 50% of the Aggregate Certificate Balance of the Certificates then outstanding shall each have the power from time to time to appoint one or more Persons to act either as co-trustees jointly with the Trustee or as separate trustees, or as custodians, for the purpose of holding title to, foreclosing or otherwise taking action with respect to any Mortgage Loan outside the state where the Trustee has its principal place of business where such separate trustee or co-trustee is necessary or advisable (or the Trustee is advised by any Master Servicer or any Special Servicer that such separate trustee or co-trustee is necessary or advisable) under the laws of any state in which a property securing a Mortgage Loan is located or for the purpose of otherwise conforming to any legal requirement, restriction or condition in any state in which a property securing a Mortgage Loan is located or in any state in which any portion of the Trust is located. The separate trustees, co trustees, or custodians so appointed shall be trustees or custodians for the benefit of all the Certificateholders, shall have such powers, rights and remedies as shall be specified in the instrument of appointment and shall be deemed to have accepted the provisions of this Agreement; provided that no such appointment shall, or shall be deemed to, constitute the appointee an agent of the Trustee; provided, further, that the Trustee shall be liable for the actions of any co-trustee or separate trustee appointed by it and shall have no liability for the actions of any co-trustee or separate trustee appointed by the Depositor or the Certificateholders pursuant to this paragraph. (b) The Trustee or the Paying Agent, as the case may be, may from time to time appoint one or more independent third-party agents to perform all or any portion of its administrative duties hereunder (i.e., collection and distribution of funds, preparation and dissemination of reports, monitoring compliance, etc.

Appointment of Co-Trustee, Separate Trustee. Agents or Custodian (a) Notwithstanding any other provisions hereof, at any time, the Trustee, the Depositor or, in the case of the Trust, the Certificateholders evidencing more than 50% of the Aggregate Certificate Balance of the Certificates then outstanding shall each have the power from time to time to appoint one or more Persons to act either as co-trustees jointly with the Trustee or as separate trustees, or as custodians, for the purpose of holding title to, foreclosing or otherwise taking action with respect to any Mortgage Loan outside the state where the Trustee has its principal place of business where such separate trustee or co-trustee is necessary or advisable (or the Trustee is advised by any Master Servicer or any Special Servicer that such separate trustee or co-trustee is necessary or advisable) under the laws of any state in which a property securing a Mortgage Loan is located or for the purpose of otherwise conforming to any legal requirement, restriction or condition in any state in which a property securing a Mortgage Loan is located or in any state in which any portion of the Trust is located. The separate trustees, co co-trustees, or custodians so appointed shall be trustees or custodians for the benefit of all the Certificateholders, shall have such powers, rights and remedies as shall be specified in the instrument of appointment and shall be deemed to have accepted the provisions of this Agreement; provided that no such appointment shall, or shall be deemed to, constitute the appointee an agent of the Trustee; provided, further, that the Trustee shall be liable for the actions of any co-trustee or separate trustee appointed by it and shall have no liability for the actions of any co-trustee or separate trustee appointed by the Depositor or the Certificateholders pursuant to this paragraph. (b) The Trustee or the Paying Agent, as the case may be, may from time to time appoint one or more independent third-party agents to perform all or any portion of its administrative duties hereunder (i.e., collection and distribution of funds, preparation and dissemination of reports, monitoring compliance, etc.

Appointment of Co-Trustee, Separate Trustee. Agents or Custodian (a) Notwithstanding any other provisions hereofof this Agreement, at any time, for the Trusteepurpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Fund may at the time be located, the Depositor or, in the case of the Trust, the Certificateholders evidencing more than 50% of the Aggregate Certificate Balance of the Certificates then outstanding Trustee shall each have the power from time to time and may execute and deliver all instruments to appoint one or more Persons to act either as a co-trustees jointly with the Trustee trustee or as co-trustees, or separate trustee or separate trustees, of all or as custodiansany part of the Trust Fund and to vest in such Person or Persons, in such capacity and for the purpose benefit of holding the Holder, such title toto the Trust Fund, foreclosing or otherwise taking action with respect any part hereof, and, subject to any Mortgage Loan outside the state where other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee has its principal place may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of business where eligibility as a successor trustee under Section 5.09 and no notice to the Holder of the appointment of any co-trustee or separate trustee shall be required under Section 5.06 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee is necessary or advisable jointly (or the Trustee is advised by any Master Servicer or any Special Servicer it being understood that such separate trustee or co-trustee is necessary or advisable) not authorized to act separately without the Trustee joining in such act), except to the extent that under the laws any law of any state in which a property securing a Mortgage Loan is located or for the purpose of otherwise conforming to any legal requirement, restriction or condition in any state in which a property securing a Mortgage Loan is located or in any state jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trust is located. The separate trustees, co trustees, or custodians so appointed Trustee; (ii) no trustee hereunder shall be trustees personally liable by reason of any act or custodians for omission of any other trustee hereunder; and (iii) the benefit Trustee may at any time accept the resignation of all or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Certificateholders, shall have such powers, rights and remedies as shall be specified in the instrument of appointment and Trustee shall be deemed to have accepted been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article V. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement; provided that no such appointment shall, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be deemed to, constitute the appointee an agent of filed with the Trustee; provided, further, that the Trustee shall be liable for the actions of any . (d) Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee appointed by it and shall have no liability for the actions of any or co-trustee shall die, become incapable of acting, resign or separate trustee appointed be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Depositor Trustee, to the extent permitted by law, without the appointment of a new or the Certificateholders pursuant to this paragraphsuccessor trustee. (b) The Trustee or the Paying Agent, as the case may be, may from time to time appoint one or more independent third-party agents to perform all or any portion of its administrative duties hereunder (i.e., collection and distribution of funds, preparation and dissemination of reports, monitoring compliance, etc.