Common use of Appointment of Co-Underlying Trustee or Separate Underlying Trustee Clause in Contracts

Appointment of Co-Underlying Trustee or Separate Underlying Trustee. At any time or times, for the purpose of meeting any legal requirements of any state in which the Underlying Trustee determines it necessary to take any action hereunder, or the Underlying Trustee shall have power to appoint, and, upon the request of the Underlying Trustee, the Settlor shall for such purpose join with the Underlying Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Underlying Trustee either to act as co-trustee or co-trustees, jointly with the Underlying Trustee of all or any part of the trust estate, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such person or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Underlying Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 9.6. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Underlying Trustee under Section 9.7 hereof. If the Settlor shall not have joined in such appointment within fifteen days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred under the Indenture and be continuing, the Underlying Trustee alone shall have power to make such appointment. The Settlor shall execute, acknowledge and deliver all such instruments as may be required by any such co-trustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law but to such extent only, be appointed subject to the following terms, namely: (a) The Underlying Trust Certificate shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Agreement conferred upon the Underlying Trustee in respect of the custody, control and management of monies, papers, securities and other personal property shall be exercised, solely by the Underlying Trustee. (b) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed upon and exercised or performed by the Underlying Trustee, or by the Underlying Trustee and such co-trustee or co-trustees or separate trustee or separate trustees jointly, as shall be provided in the instrument appointing such co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that, under the law of any jurisdiction in which any particular act or acts are to be performed, the Underlying Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees. (c) Any request in writing by the Underlying Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee. (d) Any co-trustee or separate trustee may delegate to the Underlying Trustee the exercise of any right, power, trust, duty or obligations, discretionary or otherwise. (e) The Underlying Trustee at any time, by any instrument in writing, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 9.6. Upon the request of the Underlying Trustee, the Settlor shall join with the Underlying Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. (f) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (g) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Underlying Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee. (h) Any monies, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Underlying Trustee. Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, he, she, or it shall be vested with such title to the trust estate or any part thereof, and with such rights, powers, duties or obligations, as shall be specified in the instrument of appointment jointly with the Underlying Trustee (except insofar as local law makes it necessary for any such co-trustee or separate trustee to act alone) subject to all the terms of this Agreement. Every such acceptance shall be filed with the Underlying Trustee. Any co-trustee or separate trustee may, at any time by an instrument in writing, constitute the Underlying Trustee, his, her or its attorney-in-fact and agent, with full power and authority to do all acts and things and to exercise all discretion on his, her or its behalf and in his, her or its name. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the trust estate, and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Underlying Trustee unless and until a successor co-trustee or separate trustee shall be appointed in the manner herein provided.

Appointment of Co-Underlying Trustee or Separate Underlying Trustee. At any time or times, for the purpose of meeting any legal requirements of any state in which the Underlying Trustee determines it necessary to take any action hereunder, or the Underlying Trustee shall have power to appoint, and, upon the request of the Underlying Trustee, the Settlor shall for such purpose join with the Underlying Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Underlying Trustee either to act as co-trustee or co-trustees, jointly with the Underlying Trustee of all or any part of the trust estate, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such person or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Underlying Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 9.6. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Underlying Trustee under Section 9.7 hereof. If the Settlor shall not have joined in such appointment within fifteen days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred under the Indenture and be continuing, the Underlying Trustee alone shall have power to make such appointment. The Settlor shall execute, acknowledge and deliver all such instruments as may be required by any such co-trustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law but to such extent only, be appointed subject to the following terms, namely: (a) The Underlying Trust Certificate shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Agreement conferred upon the Underlying Trustee in respect of the custody, control and management of moniesmoneys, papers, securities and other personal property shall be exercised, solely by the Underlying Trustee. (b) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed upon and exercised or performed by the Underlying Trustee, or by the Underlying Trustee and such co-trustee or co-trustees or separate trustee or separate trustees jointly, as shall be provided in the instrument appointing such co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that, under the law of any jurisdiction in which any particular act or acts are to be performed, the Underlying Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees. (c) Any request in writing by the Underlying Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee. (d) Any co-trustee or separate trustee may delegate to the Underlying Trustee the exercise of any right, power, trust, duty or obligations, discretionary or otherwise. (e) The Underlying Trustee at any time, by any instrument in writing, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 9.6. Upon the request of the Underlying Trustee, the Settlor shall join with the Underlying Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. (f) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (g) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Underlying Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee. (h) Any moniesmoneys, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Underlying Trustee. Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, he, she, or it shall be vested with such title to the trust estate or any part thereof, and with such rights, powers, duties or obligations, as shall be specified in the instrument of appointment jointly with the Underlying Trustee (except insofar as local law makes it necessary for any such co-trustee or separate trustee to act alone) subject to all the terms of this Agreement. Every such acceptance shall be filed with the Underlying Trustee. Any co-trustee or separate trustee may, at any time by an instrument in writing, constitute the Underlying Trustee, his, her or its attorney-in-fact and agent, with full power and authority to do all acts and things and to exercise all discretion on his, her or its behalf and in his, her or its name. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the trust estate, and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Underlying Trustee unless and until a successor co-trustee or separate trustee shall be appointed in the manner herein provided.