By Trustee Sample Clauses

By Trustee. The Trustee may assign and transfer its rights under this Agreement to a person who succeeds it as Trustee under the Master Trust Deed. The Master Servicer must upon request by the Trustee execute such documents as the Trustee reasonably requires at the cost of the Trustee to transfer to the successor Trustee the rights and obligations of the Trustee under this Agreement upon it ceasing to hold the office of Trustee under the Master Trust Deed.

By Trustee. Except as provided in Section 10.1, payments under this paragraph shall be made to the Holders by check mailed by Trustee to each Holder's respective address of record (or, in the case of Certificates registered in the name of a Clearing Agency, or its nominee, by wire transfer of immediately available funds). To the extent that Trustee is required to wire funds to the Holders from the Class A Distribution Account or the Class B Distribution Account, as applicable, it shall request the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable, to make a wire transfer of the amount to be distributed and the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable, shall promptly deliver to Trustee a confirmation of such wire transfer. To the extent that Trustee is required to make payments to Holders by check hereunder, it shall request the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable, to provide it with a supply of checks to make such payments. The bank shall, if a request is made by Trustee for a wire transfer by [ ] A.M. ( , time) on any Distribution Date, wire such funds in accordance with such instructions by [ ] A.M. ( , time) on such Distribution Date, and it will otherwise act in compliance with the provisions of this paragraph and the other provisions of this Agreement applicable to it as the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable. Servicer shall take all necessary action (including requiring an agreement to such effect) to ensure that any bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable, agrees to comply, and complies, with the provisions of this paragraph and the other provisions of this Agreement applicable to it as the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable.

By Trustee. 28 SECTION 4.05. Trustee May File Proofs of Claim ............................ 28 SECTION 4.06. Application of Money Collected .............................. 28 SECTION 4.07.

By Trustee. The Trustee executes this Supplemental Indenture in accordance with the terms of the Indenture; PROVIDED, HOWEVER, that such execution is conditioned upon the satisfaction of all the terms and conditions contained herein, and that such execution shall not constitute a waiver of any of the terms and conditions set forth in the Indenture or other Mortgage Documents.

By Trustee. In the event the Issuer elects to redeem the Notes, the Trustee may, in its sole and absolute discretion (but without liability for any loss), during the period starting five London Business Days prior to a Redemption Date and ending on the close of business on the London Business Day immediately prior to such Redemption Date, elect by written notice to the Principal Paying, Conversion and Exchange Agent to exercise Conversion and Exchange Rights in respect of the aggregate principal amount of Notes to be redeemed on such date with respect to which no Conversion and Exchange Notice has been delivered (the "UNEXERCISED NOTES"); provided that the Trustee shall have received all required consents (if any) and the Trustee shall be satisfied or have been advised by an investment bank of international repute selected and appointed by the Trustee that the net proceeds of an immediate sale of Ordinary Shares arising from conversion and exchange (without regard to liability (other than the liability of the Trustee, the Issuer or the Guarantor) for any taxes or capital, stamp, issue or registration duties arising on conversion and exchange) would be likely to exceed the redemption price payable in respect of the Unexercised Notes by at least 5.0%. The Ordinary Shares issuable upon such conversion and exchange shall be issued on the tenth Business Day following delivery of the written notice referred to in the preceding paragraph and when issued, shall be sold by, or on behalf of, the Trustee, in any manner that complies with applicable law as soon as practicable after issuance thereof. The net proceeds of the sale of Ordinary Shares issued in respect of such Unexercised Notes shall be held by the Trustee in trust for the holders of the Unexercised Notes and distributed pro rata to such holders, after deduction for any amounts payable by the Trustee or by the holder of an Unexercised Note in respect of any taxes, or capital, stamp, issue or registration duties and any costs incurred by the Trustee in connection with the allotment and sale of such Ordinary Shares.

By Trustee. If any Brooke Party fails to comply with subsection (a) above, such Brooke Party authorizes the Trustee for the benefit of the Noteholders and the other Secured Parties to file financing or continuation statements, and amendments thereto and assignments thereof, relating to all or any part of the Trust Estate in order to enable the Trustee, for the benefit of the Noteholders and the other Secured Parties to exercise its rights and remedies under this Master Trust Indenture. A photocopy or other reproduction of this Master Trust Indenture shall be sufficient as a financing statement where permitted by law. The Trustee will send to the Issuer any financing or continuation statements thereto which it files (but a failure to do so shall not affect the effectiveness of such statements).

By Trustee. (i) if any material representation or warranty of Buyer made herein or in any certificate, document or instrument delivered by Buyer hereunder is untrue or incomplete in any respect and such breach is not cured within 10 Business Days of Buyer's receipt of written notice from Trustee that such breach exists or has occurred; (ii) if Buyer defaults in the performance of any material covenant or agreement hereunder, including, without limitation, its obligation to close under this Agreement, and such breach is not cured within 10 Business Days, or in the case of payment of the Purchase Price one Business Day, of Buyer's receipt of written notice from Trustee that such default exists or has occurred; or (iii) if any other condition contained in Article 9 has not been performed or satisfied.

By Trustee. Section 5.04. Remedies.................................................... 45 Section 5.05. Trustee May Enforce Claims Without Possession of Notes....................................................... 45 Section 5.06. Application of Proceeds..................................... 46 Section 5.07.

By Trustee. Subject to the further provisions of this Article VIII, moneys held by the Trustee hereunder shall be invested and reinvested on maturity thereof by the Trustee pursuant to Section 8.02(b). The Trustee will report any such investments to the City on a monthly basis in its regular statements. Prior to the occurrence of any Event of Default, the Trustee shall not take any discretionary action or grant any consent under any investment agreement without the prior written consent of the City Representative.

By Trustee. The Trustee represents and warrants to the Corporation as follows and acknowledges that the Corporation is relying upon the following representations and warranties in connection with execution of this Indenture: