Co-Trustee. (a) The Co-Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Co-Trustee that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they conform to the requirements of this Agreement, to the extent required by this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Co-Trustee shall take action as it deems appropriate to have the instrument corrected.
(b) No provision of this Agreement shall be construed to relieve the Co-Trustee from liability for its own grossly negligent action, its own gross negligent failure to act or its own misconduct, its grossly negligent failure to perform its obligations in compliance with this Agreement, or any liability that would be imposed by reason of its willful misfeasance or bad faith; provided that:
(i) the duties and obligations of the Co-Trustee shall be determined solely by the express provisions of this Agreement with the exception of Section 8.10, the Co-Trustee shall not be liable, individually or as Co-Trustee, except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Co-Trustee and the Co-Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Co-Trustee and conforming to the requirements of this Agreement that it reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; and
(ii) the Co-Trustee shall not be liable, individually or as Co-Trustee, for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless the Co-Trustee was grossly negligent or acted in bad faith or with willful misfeasance.
(c) Except as otherwise provided in paragraph (b) above:
(i) the Co-Trustee may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been...
Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the right of certain banking corporations or associations to transact business as trustee as contemplated herein in such jurisdiction. It is recognized that in case of litigation under this Indenture and in particular in case of the enforcement of the security interest contained in this Indenture upon the occurrence of an Event of Default, it may be necessary that the Trustee appoint an additional individual or institution as a separate Trustee or Co-Trustee, which shall be satisfactory to the Lessee. The following provisions of this Section 10.17 are adapted to these ends:
(a) In the event of the incapacity or lack of authority of the Trustee by reason of any present or future law of any jurisdiction to exercise any of the rights, powers and trusts herein granted to the Trustee or to hold title to or a security interest in the Trust Estate or to take any other action which may be necessary or desirable in connection therewith, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate Trustee or Co-Trustee but only to the extent necessary to enable the separate Trustee or Co-Trustee to exercise such rights, powers and trusts, and every covenant and obligation necessary to the exercise thereof shall run to and be enforceable by such separate Trustee or Co-Trustee.
(b) Should any deed, conveyance or instrument in writing from the Issuer be required by the separate Trustee or Co-Trustee so appointed by the Trustee in order to more fully and certainly vest in and confirm to it such properties, rights, powers, trusts, duties and obligations any and all such deeds, conveyances and instruments shall, on request, be executed, acknowledged and delivered by the Issuer. In case any separate Trustee or Co-Trustee or a successor to either, shall die, be dissolved, become incapable of action, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate Trustee or Co-Trustee, so far as permitted by are, shall vest in and be exercised by the Trustee until the appointment of a new Trustee or successor to such separate Trustee or Co-Trustee.
Co-Trustee. At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Trust Estate hereunder may at the time be located, the Trustee shall have power to appoint one or more Persons (who may be officers or affiliates of the Trustee) or institutions to act as co-Trustee, jointly with the Trustee or separately from the Trustee at the direct written instruction of the Depositor, in either case as required by applicable state law, of all or any part of the Trust Estate hereunder, or of any property constituting part thereof, 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 as aforesaid, any property, title, right or power deemed necessary or desirable. All provisions of this Trust Agreement which are for the benefit of the Trustee shall extend to and apply to each co-Trustee appointed pursuant to the foregoing provisions of this Section.
Co-Trustee. Notwithstanding the provisions of Clause 20, the Note Trustee may (after prior consultation by the Note Trustee with the Issuer and after consideration in good faith by the Note Trustee of any representations made by the Issuer concerning the proposed appointee except where, in the opinion of the Note Trustee, such consultation and consideration was not practicable), upon giving prior notice to the Issuer (but without the consent of the Issuer or the Noteholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Note Trustee (i) if the Note Trustee considers such appointment to be in the interests of the Noteholders or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed or (iii) for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of this Deed against the Issuer. The Issuer hereby irrevocably appoints the Note Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of this Deed) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Note Trustee by this Deed) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Note Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Note Trustee may pay to any such person, together with any attributable costs, charges and expenses properly incurred by it in performing its function as such separate trustee or co-trustee shall for the purposes of this Deed be treated as costs, charges and expenses incurred by the Note Trustee.
Co-Trustee. At any time or times, for the purpose of (a) meeting any legal requirements of any state in which the Trustee determines it necessary to take any action hereunder or (b) establishing the eligibility of any Financed Student Loans for receipt of federal payments with respect thereto, the Trustee shall have power to appoint, and, upon the request of the Trustee or of the Holders of at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or (if no Senior Notes or Subordinate Notes are Outstanding) of any Other Beneficiary, the Corporation shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Trustee either to act as co-trustee or co-trustees, jointly with the 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 Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereof. If the Corporation shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. The Corporation 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 Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee.
(B) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed up...
Co-Trustee. At any time, only for the purpose of, and only to the extent required for, meeting the legal requirements of any applicable jurisdiction, the Trustee shall have the power to appoint one or more persons to act as co-trustee under this Indenture, with such powers as may be provided in the instrument of appointment, and to vest in such person or persons any property, title, right or power deemed necessary or desirable, subject to the remaining provisions of this Section. Before the appointment of any co-trustee the Trustee shall, if the circumstances so permit, consult the Company and if any co-trustee so appointed shall be a person to whose appointment the Company might reasonably object by reason of any conflict of interest or other disability, a determination made by the Trustee (after consulting its legal advisor in the appropriate jurisdiction) that in its opinion there is no such conflict of interest or other disability in relation to any such co-trustee shall be conclusive and binding upon the Company. Should any written instrument from the Company be required by any co-trustee so appointed for more fully confirming to such co-trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company.
Co-Trustee. (a) The Co-Trustee has been appointed at a Minnesota office solely to (i) receive and hold the Loan Insurance Policy on behalf of the Certificateholders and (ii) make payments and receive proceeds paid in respect of the Mortgage Loans pursuant to the Loan Insurance Policy and take the other actions expressly provided for in this Agreement. The Co-Trustee, not in its individual capacity but solely in its capacity as Co-Trustee on behalf of the Certificateholders, is hereby directed to hold the Loan Insurance Policy for the benefit of the Certificateholders. The Co-Trustee acknowledges receipt of the Loan Insurance Policy and agrees to perform its duties at that office in the manner described below.
(b) The Co-Trustee shall not undertake nor have any of the duties of the Trustee and shall have no obligations under this Agreement other than as expressly stated in Section this Section 8.12. On each Distribution Date upon receipt of funds from the Master Servicer in accordance with Section 3.09, the Co-Trustee shall pay the amount received from the Master Servicer to the Loan Insurance Policy Provider on the Distribution Date by wire transfer of immediately available funds in accordance with instructions furnished by the Loan Insurance Policy Provider pursuant to the Loan Insurance Policy. The Master Servicer shall make any claims pursuant to and in accordance with the Loan Insurance Policy and, except for the duties of the Co-Trustee in this Section 8.12, shall perform all of the obligations of the insured under the Loan Insurance Policy on behalf of the Co-Trustee and for the benefit of the Certificateholders. If the Co-Trustee receives any payments under the Loan Insurance Policy from the Loan Insurance Policy Provider, the Co-Trustee shall notify the Trustee of the receipt of such amounts and shall pay them to the Trustee by wire transfer of immediately available funds on the date of receipt if received before 2:00 P.M. (New York City time), and otherwise on the next Business Day. The wiring instructions for the Trustee are: The Bank of New York ABA# 021000018 GLA# 111-565 For further credit: TAS Account 081969 Ref: XXXXX 0000-X0 Attention: Dave Merlino, telephone no. (212) 000-0000. If any payment uxxxx xxx Xxxx Insurance Policy is made to the Co-Trustee other than by wire transfer of immediately available funds, that payment shall be deemed to have been received by the Co-Trustee on the date that payment cleared and was available to the Co-Trustee in imme...
Co-Trustee. Dauphin Deposit Bank and Trust Company, a banking corporation organized under the laws of the Commonwealth of Pennsylvania and headquartered in Harrisburg, Pennsylvania. CROSS-OVER DATE: The date on which the Available Maximum Subordination Amount is reduced to zero.
Co-Trustee. If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or the Trustee shall be advised by counsel satisfactory to it, that it is necessary or prudent in the interest of the Holders, or 25% of the Holders of the outstanding Securities shall in writing so request the Trustee and the Company, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Trustee and the Company shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons approved by the Trustee and the Company, either to act as co-trustee or co- trustees (each, a "co-trustee") of all or any of the Collateral, jointly with the Trustee, or to act as separate trustee or trustees of any such property. If the Company shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Trustee to do so, or if a notice of acceleration is in effect, the Trustee may act under the foregoing provisions of this Section without the concurrence of the Company. The Company hereby appoints the Trustee as its agent and attorney to act for it under the foregoing provisions of this Section in either of such contingencies.
Co-Trustee. The Co-Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Co-Trustee that are specifically required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether they conform to the requirements of this Agreement, to the extent required by this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Co-Trustee shall take action as it deems appropriate to have the instrument corrected.
