Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent to act as co-trustee, jointly with the Trust Collateral Agent, or separate trustee or separate trustees, of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9. (b) Each 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 Trust Collateral Agent shall be conferred upon and exercised or performed by the Trust Collateral Agent and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer 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 Collateral Agent; (ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) Provided no Note Insurer Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Trust Collateral Agent shall be deemed to have been given to each of the other 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 X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicer. (d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 16 contracts
Samples: Sale and Servicing Agreement (Long Beach Acceptance Receivables Corp. II), Sale and Servicing Agreement (Long Beach Acceptance Auto Receivables Trust 2005-B), Sale and Servicing Agreement (Long Beach Acceptance Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or the ServicerCollateral Agent shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Holders, or the Majority Holders shall in writing so request the Collateral Agent and the Trustors, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Collateral Agent and the Trust Collateral Agent acting jointly shall have the power and Trustors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust Company, or one or more persons approved by the Trust Collateral Agent and the Trustors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral, jointly with the Trust Collateral AgentAgent originally named herein or any successor or successors, or to act as separate trustee or separate trustees, trustees of all or any part of such property. In the Issuer, and to vest in such Person, in such capacity and for event the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Trustors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 30 days after the receipt by it of a written request from the Collateral Agent so to do, or in the case an Event of Actionable Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet Section 6.10 without the terms concurrence of eligibility as a successor Trust the Trustors, and the Trustors hereby appoint the Collateral Agent pursuant as its agent and attorney to act for it under the foregoing provisions of this Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice 6.10 in either of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9such contingencies.
(b) Each Every separate trustee and every co-trustee, other than any trustee that may be appointed as successor to the Collateral Agent, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent, or its successors as trustee hereunder;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trust Collateral Agent hereunder shall be conferred upon or imposed and exercised or performed by the Trust Collateral Agent and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(iiiii) No no power given hereby to, or that it is provided hereby may be exercised by, any such co-trustee under this Agreement or co-trustees or separate trustee or separate trustees, shall be exercised hereunder by such co-trustee or co-trustees or separate trustee or separate trustees, except jointly with, or with the consent in writing of, the Collateral Agent, anything herein contained to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and
(iiiv) Provided no Note Insurer the Trustors and the Collateral Agent, at any time by an instrument in writing, executed by them, may accept the resignation of or remove any such separate trustee or co-trustee, and in that case, by an instrument in writing executed by the Trustors and the Collateral Agent jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything herein contained to the contrary notwithstanding. In the event that the Trustors shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Collateral Agent so to do, or in case an Actionable Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default Collateral Agent shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent acting jointly may, at any time power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Trustors, the Trustors hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in either of such contingencies. In the event that the Collateral Agent shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, it may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee.
(c) Any notice, request or other writing given the successor to the Trust Collateral Agent shall be deemed to have been given to each of the other then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any such separate trustee or co-trustee shall refer to this Agreement be appointed by the Trustors and the conditions of this Article X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicer.
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral AgentAgent alone, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agentas provided in this Section 6.10.
Appears in 3 contracts
Samples: Collateral Trust Agreement (Evergreen Solar Inc), Collateral Trust Agreement (Evergreen Solar Inc), Collateral Trust Agreement (Evergreen Solar Inc)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time be located, the Servicer, [the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) )] and the Trust Collateral Agent acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent to act as co-trustee, jointly with the Trust Collateral Agent, or separate trustee or separate trustees, of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, [the Note Insurer Insurer] and the Trust Collateral Agent may consider necessary or desirable. If the Servicer [and the Note Insurer Insurer] shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.
(b) Each 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 Trust Collateral Agent shall be conferred upon and exercised or performed by the Trust Collateral Agent and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer 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 Collateral Agent;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) [Provided no Note Insurer Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, ,] the Servicer and the Trust Collateral Agent acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) Any notice, request or other writing given to the Trust Collateral Agent shall be deemed to have been given to each of the other 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 X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicer.
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Long Beach Acceptance Receivables Corp.), Sale and Servicing Agreement (Long Beach Acceptance Receivables Corp. II), Sale and Servicing Agreement (Long Beach Acceptance Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or to avoid any violation of law or imposition on the ServicerTrustee of taxes by such jurisdiction not otherwise imposed on the Trustee, or the Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Administrative Agent, the Note Insurer (provided a Note Insurer Default Indenture Trustee or any Surety Party shall not have occurred and be continuing) in writing so request the Trustee and the Obligors, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Trust Collateral Agent acting jointly shall have Security Document, the power Trustee and each of the Obligors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent Trustee and the Obligors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral under this Trust Agreement or under any of the Trust Security Documents, jointly with the Trust Collateral AgentTrustee originally named herein or therein or any successor Trustee, or to act as separate trustee or separate trustees, trustees of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit Collateral. If any of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Obligors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 10 days after it receives a written request from the receipt by it of a request so Trustee to dodo so, or if a Notice of Acceleration is in the case an Event of Default shall have occurred and be continuingeffect, the Trust Collateral Agent alone shall have Trustee may act under the power to make foregoing provisions of this Section 5.10(a) without the concurrence of such appointmentObligors and execute and deliver such instruments and agreements on behalf of such Obligors. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders Each of the appointment Obligors hereby appoints the Trustee as its agent and attorney to act for it under the foregoing provisions of any co-trustee or separate trustee shall be required pursuant to this Section 10.95.10(a) in either of such contingencies.
(b) Each Every separate trustee and every co-trustee trustee, other than any successor Trustee appointed pursuant to Section 5.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Trustee or any agent appointed by the Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trustee hereunder and under the relevant Trust Collateral Agent Security Document shall be conferred upon or imposed and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(iiiii) No no power given hereby or by the relevant Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee under this Agreement or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Trustee, anything contained herein to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and
(iiiv) Provided no Note Insurer Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, the Servicer Company and the Trust Collateral Agent acting jointly mayTrustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee.
(c) Any notice, request or other writing given as the case may be, anything contained herein to the Trust Collateral Agent contrary notwithstanding. If the Company shall be deemed not have joined in the execution of any such instrument 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 shall have been given the power to each accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the other then Company, the Company hereby appointing the Trustee its agent and attorney to act for it in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees and or co-trusteestrustee or co-trustees as above provided, as effectively as if given the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to each of them. Every instrument appointing any such separate trustee or co-trustee shall refer be appointed by the Company and the Trustee, or by the Trustee alone pursuant to this Agreement and the conditions of this Article X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the ServicerSection 5.10(b).
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 1 contract
Samples: Trust Agreement (Anc Rental Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, [the Note Certificate Insurer (provided a Note an Insurer Default shall not have occurred and be continuing) )] and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.119.11, such powers, duties, obligations, rights, and trusts as the Servicer, [the Note Insurer Certificate Insurer] and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer [and the Note Insurer Certificate Insurer] shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent trustee pursuant to Section 10.79.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 9.9 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.
(b) 9.9. Each 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 Trust Collateral Agent Trustee shall be conferred upon and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent Trustee under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer Trust 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 Collateral AgentTrustee;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) [Provided no Note Insurer Default shall have occurred and be continuing, the Note Certificate Insurer may, and, in the event a Note an Insurer Default shall have occurred and be continuing, then, ,] the Servicer and the Trust Collateral Agent Trustee acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) . Any notice, request or other writing given to the Trust Collateral Agent Trustee shall be deemed to have been given to each of the other 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 X. IX. 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 Trust Collateral Agent Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral AgentTrustee. Each such instrument shall be filed with the Trust Collateral Agent Trustee and a copy thereof given to the Servicer.
(d) . Any separate trustee or co-trustee may at any time appoint the Trust Collateral AgentTrustee, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral AgentTrustee, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agenttrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Acceptance Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Seller and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.119.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer Seller and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Insurer Seller shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent Trustee pursuant to Section 10.79.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent Trustee pursuant to Section 10.9 9.9 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.
(b) 9.9. Each 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 Trust Collateral Agent Trustee shall be conferred upon and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent Trustee under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer Trust 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 Collateral AgentTrustee;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) Provided no Note Insurer Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, the The Servicer and the Trust Collateral Agent Trustee acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) . Any notice, request or other writing given to the Trust Collateral Agent Trustee shall be deemed to have been given to each of the other 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 Agreement, and the conditions of this Article X. IX. 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 Trust Collateral Agent Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral AgentTrustee. Each such instrument shall be filed with the Trust Collateral Agent Trustee and a copy thereof given to the Servicer.
(d) . Any separate trustee or co-trustee may at any time appoint the Trust Collateral AgentTrustee, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral AgentTrustee, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agenttrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Triad Financial Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer [Credit Enhancer] (provided a Note Insurer Default no [Enhancement Default] shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.1110.12, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer [Credit Enhancer] and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Insurer [Credit Enhancer] shall not have joined in such appointment within fifteen ([15) ] days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent trustee pursuant to Section 10.710.8, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 10.10 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.
(b) 10.10. Each 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 Trust Collateral Agent Trustee shall be conferred upon and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent Trustee under this Agreement or, in its capacity as Back-up Standby Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer Trust 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 Collateral AgentTrustee;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) Provided no Note Insurer Default [Enhancement Default] shall have occurred and be continuing, the Note Insurer [Credit Enhancer] may, and, in the event a Note Insurer Default an [Enhancement Default] shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent Trustee acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) . Any notice, request or other writing given to the Trust Collateral Agent Trustee shall be deemed to have been given to each of the other 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 X. 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 Trust Collateral Agent Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral AgentTrustee. Each such instrument shall be filed with the Trust Collateral Agent Trustee and a copy thereof given to the Servicer.
(d) . Any separate trustee or co-trustee may at any time appoint the Trust Collateral AgentTrustee, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral AgentTrustee, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agenttrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Consumer Portfolio Services Inc)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or the ServicerCollateral Agent shall be advised by counsel, satisfactory to it, that it is so necessary or advisable in the interest of the Secured Parties, or the Majority Holders shall in writing so request the Collateral Agent and the Trustors, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Collateral Agent and the Trust Trustors shall, at the reasonable request of the Collateral Agent acting jointly shall have the power and shall Agent, execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent and the Trustors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral, jointly with the Trust Collateral AgentAgent originally named herein or any successor or successors, or to act as separate trustee or separate trustees, trustees of all or any part of such property. In the Issuer, and to vest in such Person, in such capacity and for event the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Trustors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 30 days after the receipt by it of a written request from the Collateral Agent so to do, or in the case an Event of Actionable Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet Section 6.10 without the terms concurrence of eligibility as a successor Trust the Trustors, and the Trustors hereby appoint the Collateral Agent pursuant as its agent and attorney to act for it under the foregoing provisions of this Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice 6.10 in either of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9such contingencies.
(b) Each Every separate trustee and every co-trustee, other than any trustee that may be appointed as successor to the Collateral Agent, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or Securities shall be exercised solely by the Collateral Agent, or its successors hereunder;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trust Collateral Agent hereunder shall be conferred upon or imposed and exercised or performed by the Trust Collateral Agent and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(iiiii) No no power given hereby to, or that it is provided hereby may be exercised by, any such co-trustee under this Agreement or co-trustees or separate trustee or separate trustees, shall be exercised hereunder by such co-trustee or co-trustees or separate trustee or separate trustees, except jointly with, or with the consent in writing of, the Collateral Agent, anything herein contained to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and
(iiiv) Provided no Note Insurer the Trustors and the Collateral Agent, at any time by an instrument in writing, executed by them, may accept the resignation of or remove any such separate trustee or co-trustee, and in that case, by an instrument in writing executed by the Trustors and the Collateral Agent jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything herein contained to the contrary notwithstanding. In the event that the Trustors shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Collateral Agent so to do, or in case an Actionable Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default Collateral Agent shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent acting jointly may, at any time power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Trustors, the Trustors hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in either of such contingencies. In the event that the Collateral Agent shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, it may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee.
(c) Any notice, request or other writing given the successor to the Trust Collateral Agent shall be deemed to have been given to each of the other then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any such separate trustee or co-trustee shall refer to this Agreement be appointed by the Trustors and the conditions of this Article X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicer.
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral AgentAgent alone, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agentas provided in this Section 6.10.
Appears in 1 contract
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Certificate Insurer (provided a Note PROVIDED an Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.119.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Certificate Insurer and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Certificate Insurer shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent trustee pursuant to Section 10.79.7, except that the co-trustee or its parent shall comply with the rating rating, requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 9.9 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.
(b) 9.9. Each 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 Trust Collateral Agent Trustee shall be conferred upon and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent Trustee joining in such act), except to the extent that under any law of any 110 jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent Trustee under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer Trust 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 Collateral AgentTrustee;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) Provided no Note Insurer Default shall have occurred and be continuing, the Note Certificate Insurer may, and, in the event a Note an Insurer Default shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent Trustee acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) . Any notice, request or other writing given to the Trust Collateral Agent Trustee shall be deemed to have been given to each of the other 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 X. ARTICLE IX. 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 Trust Collateral Agent Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral AgentTrustee. Each such instrument shall be filed with the Trust Collateral Agent Trustee and a copy thereof given to the Servicer.
(d) . Any separate trustee or co-trustee may at any time appoint the Trust Collateral AgentTrustee, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral AgentTrustee, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agenttrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Holdings Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or to avoid any violation of law or imposition on the ServicerTrustee of taxes by such jurisdiction not otherwise imposed on the Trustee, or the Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Administrative Agent or the Public Debt Trustee 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 or under the Pledge Agreement, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Trustee and the Trust Collateral Agent acting jointly shall have the power and Company shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent Trustee and the Company, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral under this Trust Agreement or under the Pledge Agreement, jointly with the Trust Collateral AgentTrustee originally named herein or therein or any successor Trustee, or to act as separate trustee or separate trustees, trustees of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirableCollateral. If the Servicer and the Note Insurer Company shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 10 days after it receives a written request from the receipt by it of a request so Trustee to dodo so, or if a Notice of Acceleration is in the case an Event of Default shall have occurred and be continuingeffect, the Trust Collateral Agent alone shall have Trustee may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet subsection 5.10(a) without the terms of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders concurrence of the appointment Company and execute and deliver such instruments and agreements on behalf of any co-trustee or separate trustee shall be required pursuant the Company. The Company hereby appoints the Trustee as its agent and attorney to Section 10.9act for it under the foregoing provisions of this subsection 5.10(a) in either of such contingencies.
(b) Each Every separate trustee and every co-trustee trustee, other than any successor Trustee appointed pursuant to subsection 5.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Trustee or any agent appointed by the Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trust Collateral Agent Trustee hereunder and under the Pledge Agreement shall be conferred upon or imposed and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(iiiii) no power given hereby or by the Pledge Agreement to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Trustee, anything contained herein to the contrary notwithstanding;
(iv) No trustee under this Agreement hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and
(iiiv) Provided no Note Insurer Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, the Servicer Company and the Trust Collateral Agent acting jointly mayTrustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee.
(c) Any notice, request or other writing given as the case may be, anything contained herein to the Trust Collateral Agent contrary notwithstanding. If the Company shall be deemed not have joined in the execution of any such instrument 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 shall have been given the power to each accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the other then Company, the Company hereby appointing the Trustee its agent and attorney to act for it in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees and or co-trusteestrustee or co-trustees as above provided, as effectively as if given the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to each of them. Every instrument appointing any such separate trustee or co-trustee shall refer be appointed by the Company and the Trustee, or by the Trustee alone pursuant to this Agreement and the conditions of this Article X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicersubsection 5.10(b).
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 1 contract
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or the ServicerTrustee shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Holders, or the Majority Holders 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 Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Trustee and the Trust Collateral Agent acting jointly shall have the power and Company shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent Trustee and the Company, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral, jointly with the Trust Collateral AgentTrustee originally named herein or any successor or successors, or to act as separate trustee or separate trustees, trustees of all or any part of such property. In the Issuer, and to vest in such Person, in such capacity and for event the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Company shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 30 days after the receipt by it of a written request from the Trustee so to do, or in the case an Event of Actionable Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have Trustee may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet Section 5.10 without the terms concurrence of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth thereinCompany, and no notice the Company hereby appoints the Trustee as its agent and attorney to act for it under the foregoing provisions of a successor Trust Collateral Agent pursuant to this Section 10.9 and no notice to Noteholders 5.10 in either of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9such contingencies.
(b) Each Every separate trustee and every co-trustee, other than any trustee that may be appointed as successor to the Trustee, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Trustee, or its successors as Trustee hereunder;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trust Collateral Agent Trustee hereunder shall be conferred upon or imposed and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(iiiii) No no power given hereby to, or that it is provided hereby may be exercised by, any such co-trustee under this Agreement or co-trustees or separate trustee or separate trustees, shall be exercised hereunder by such co-trustee or co-trustees or separate trustee or separate trustees, except jointly with, or with the consent in writing of, the Trustee, anything herein contained to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and
(iiiv) Provided no Note Insurer the Company and the Trustee, at any time by an instrument in writing, executed by them, may accept the resignation of or remove any such separate trustee or co-trustee, and in that case, by an instrument in writing executed by the Company and the Trustee jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything herein contained to the contrary notwithstanding. In the event that the Company shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Trustee so to do, or in case an Actionable Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default Trustee shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent acting jointly may, at any time power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Trustee its agent and attorney to act for it in such connection in either of such contingencies. In the event that the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, it may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee.
(c) Any notice, request or other writing given the successor to the Trust Collateral Agent shall be deemed to have been given to each of the other then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any such separate trustee or co-trustee shall refer to this Agreement be appointed by the Company and the conditions of this Article X. Each separate trustee and co-trusteeTrustee, upon its acceptance of or by the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trust Collateral Agent or separatelyTrustee alone, as may be provided therein, subject to all the provisions of in this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the ServicerSection 5.10.
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 1 contract
Samples: Trust Agreement (Caremark Rx Inc)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Second Lien Collateral shall be located, or the ServicerSecond Lien Collateral Trustee shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Holders, or the Majority Holders shall in writing so request the Second Lien Collateral Trustee and the Trustors, or the Second Lien Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Second Lien Collateral Trustee and the Trust Collateral Agent acting jointly shall have the power and Trustors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust Parent, or one or more persons approved by the Trust Second Lien Collateral Agent Trustee and the Trustors, either to act as co-trusteetrustee or co-trustees of all or any of the Second Lien Collateral, jointly with the Trust Second Lien Collateral AgentTrustee originally named herein or any successor or successors, or to act as separate trustee or separate trustees, trustees of all or any part of such property. In the Issuer, and to vest in such Person, in such capacity and for event the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Trustors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 30 days after the receipt by it of a written request from the Second Lien Collateral Trustee so to do, or in the case an Event of Actionable Default shall have occurred and be continuing, the Trust Second Lien Collateral Agent alone shall have Trustee may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet Section 6.10 without the terms concurrence of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth thereinTrustors, and no notice the Trustors hereby appoint the Second Lien Collateral Trustee as its agent and attorney to act for it under the foregoing provisions of a successor Trust Collateral Agent pursuant to this Section 10.9 and no notice to Noteholders 6.10 in either of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9such contingencies.
(b) Each Every separate trustee and every co-trustee, other than any trustee that may be appointed as successor to the Second Lien Collateral Trustee, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Second Lien Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Second Lien Collateral Trustee, or its successors as Trustee hereunder;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trust Second Lien Collateral Agent Trustee hereunder shall be conferred upon or imposed and exercised or performed by the Trust Second Lien Collateral Agent Trustee and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust the Second Lien Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(iiiii) No no power given hereby to, or that it is provided hereby may be exercised by, any such co-trustee under this Agreement or co-trustees or separate trustee or separate trustees, shall be exercised hereunder by such co-trustee or co-trustees or separate trustee or separate trustees, except jointly with, or with the consent in writing of, the Second Lien Collateral Trustee, anything herein contained to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and
(iiiv) Provided no Note Insurer the Trustors and the Second Lien Collateral Trustee, at any time by an instrument in writing, executed by them, may accept the resignation of or remove any such separate trustee or co-trustee, and in that case, by an instrument in writing executed by the Trustors and the Second Lien Collateral Trustee jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything herein contained to the contrary notwithstanding. In the event that the Trustors shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Second Lien Collateral Trustee so to do, or in case an Actionable Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default Second Lien Collateral Trustee shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent acting jointly may, at any time power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Trustors, the Trustors hereby appointing the Second Lien Collateral Trustee its agent and attorney to act for it in such connection in either of such contingencies. In the event that the Second Lien Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, it may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee.
(c) Any notice, request or other writing given the successor to the Trust Collateral Agent shall be deemed to have been given to each of the other then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any such separate trustee or co-trustee shall refer to this Agreement be appointed by the Trustors and the conditions of this Article X. Each separate trustee and co-trusteeSecond Lien Collateral Trustee, upon its acceptance of or by the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trust Second Lien Collateral Agent or separatelyTrustee alone, as may be provided therein, subject to all the provisions of in this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the ServicerSection 6.10.
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 1 contract
Samples: Second Lien Collateral Trust Agreement (Sanmina-Sci Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Seller and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.11SECTION 9.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer Seller and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Insurer Seller shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent Trustee pursuant to Section 10.7SECTION 9.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent Trustee pursuant to Section 10.9 SECTION 9.9 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.
(b) SECTION 9.9. Each 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 Trust Collateral Agent Trustee shall be conferred upon and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent Trustee under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer Trust 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 Collateral Agent;
Trustee; (ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) Provided no Note Insurer Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) Any notice, request or other writing given to the Trust Collateral Agent shall be deemed to have been given to each of the other 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 X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicer.
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Triad Financial Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it ----------------------------------- shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or to avoid any violation of law or imposition on the ServicerTrustee of taxes by such jurisdiction not otherwise imposed on the Trustee, or the Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Administrative Agent, any Holder Representative in respect of the Surety Bond Obligations or any Public Debt Trustee shall in writing so request the Trustee and the Obligors, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Trust Security Document, the Note Insurer (provided a Note Insurer Default shall not have occurred Trustee and be continuing) and each of the Trust Collateral Agent acting jointly shall have the power and Obligors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent Trustee and the Obligors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral under this Trust Agreement or under any of the Trust Security Documents, jointly with the Trust Collateral AgentTrustee originally named herein or therein or any successor Trustee, or to act as separate trustee or separate trustees, trustees of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit Collateral. If any of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Obligors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 10 days after it receives a written request from the receipt by it of a request so Trustee to dodo so, or if a Notice of Acceleration is in the case an Event of Default shall have occurred and be continuingeffect, the Trust Collateral Agent alone shall have Trustee may act under the power to make foregoing provisions of this subsection 5.10(a) without the concurrence of such appointmentObligors and execute and deliver such instruments and agreements on behalf of such Obligors. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders Each of the appointment Obligors hereby appoints the Trustee as its agent and attorney to act for it under the foregoing provisions of any co-trustee or separate trustee shall be required pursuant to Section 10.9this subsection 5.10(a) in either of such contingencies.
(b) Each Every separate trustee and every co-trustee trustee, other than any successor Trustee appointed pursuant to subsection 5.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Trustee or any agent appointed by the Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trustee hereunder and under the relevant Trust Collateral Agent Security Document or Documents shall be conferred upon or imposed and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co- trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(iiiii) No no power given hereby or by the relevant Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee under this Agreement or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Trustee, anything contained herein to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and
(iiiv) Provided no Note Insurer Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, the Servicer Company and the Trust Collateral Agent acting jointly mayTrustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee.
(c) Any notice, request or other writing given as the case may be, anything contained herein to the Trust Collateral Agent contrary notwithstanding. If the Company shall be deemed not have joined in the execution of any such instrument 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 shall have been given the power to each accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the other then Company, the Company hereby appointing the Trustee its agent and attorney to act for it in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees and or co-trusteestrustee or co-trustees as above provided, as effectively as if given the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to each of them. Every instrument appointing any such separate trustee or co-trustee shall refer be appointed by the Company and the Trustee, or by the Trustee alone pursuant to this Agreement and the conditions of this Article X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicersubsection 5.10(b).
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 1 contract
Samples: Trust Agreement (Federal Mogul Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or the ServicerCollateral Agent shall be advised by counsel, satisfactory to it, that it is so necessary or advisable in the interest of the Secured Parties, or the Majority Holders shall in writing so request the Collateral Agent and the Trustors, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Collateral Agent and the Trust Trustors shall, at the reasonable request of the Collateral Agent acting jointly shall have the power and shall Agent, execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent and the Trustors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral, jointly with the Trust Collateral AgentAgent originally named herein or any successor or successors, or to act as separate trustee or separate trustees, trustees of all or any part of such property. In the Issuer, and to vest in such Person, in such capacity and for event the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Trustors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 30 days after the receipt by it of a written request from the Collateral Agent so to do, or in the case an Event of Actionable Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet Section 6.10 without the terms concurrence of eligibility as a successor Trust the Trustors, and the Trustors hereby appoint the Collateral Agent pursuant as its agent and attorney to act for it under the foregoing provisions of this Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice 6.10 in either of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9such contingencies.
(b) Each Every separate trustee and every co-trustee, other than any trustee that may be appointed as successor to the Collateral Agent, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) All rights, powers, duties, and obligations conferred or imposed upon the Trust Collateral Agent shall be conferred upon and exercised or performed by the Trust Collateral Agent and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer 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 Collateral Agent;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) Provided no Note Insurer Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) Any notice, request or other writing given to the Trust Collateral Agent shall be deemed to have been given to each of the other 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 X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicer.
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 1 contract
Samples: Indenture (Harbinger Group Inc.)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer [Credit Enhancer] (provided a Note Insurer Default an [Enhancement Default] shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.1110.12, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer [Credit Enhancer] and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Insurer [Credit Enhancer] shall not have joined in such appointment within fifteen ([15) ] days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent trustee pursuant to Section 10.710.8, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 10.10 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.
(b) 10.10. Each 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 Trust Collateral Agent Trustee shall be conferred upon and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent Trustee under this Agreement or, in its capacity as Back-up Standby Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer Trust 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 Collateral AgentTrustee;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) Provided no Note Insurer Default [Enhancement Default] shall have occurred and be continuing, the Note Insurer [Credit Enhancer] may, and, in the event a Note Insurer Default an [Enhancement Default] shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent Trustee acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) . Any notice, request or other writing given to the Trust Collateral Agent Trustee shall be deemed to have been given to each of the other 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 X. 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 Trust Collateral Agent Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral AgentTrustee. Each such instrument shall be filed with the Trust Collateral Agent Trustee and a copy thereof given to the Servicer.
(d) . Any separate trustee or co-trustee may at any time appoint the Trust Collateral AgentTrustee, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral AgentTrustee, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agenttrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Consumer Portfolio Services Inc)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time be located, the Servicer, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent to act as co-trustee, jointly with the Trust Collateral Agent, or separate trustee or separate trustees, of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have the power to make such appointment. No co-trustee or 67 separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.
(b) Each 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 Trust Collateral Agent shall be conferred upon and exercised or performed by the Trust Collateral Agent and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer 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 Collateral Agent;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) Provided no Note Insurer Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) Any notice, request or other writing given to the Trust Collateral Agent shall be deemed to have been given to each of the other 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 X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicer.
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Long Beach Holdings Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or the ServicerTrustee shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Holders, or the Majority Holders shall in writing so request the Trustee and the Trustors, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Trustee and the Trust Collateral Agent acting jointly shall have the power and Trustors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent Trustee and the Trustors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral, jointly with the Trust Collateral AgentTrustee originally named herein or any successor or successors, or to act as separate trustee or separate trustees, trustees of all or any part of such property. In the Issuer, and to vest in such Person, in such capacity and for event the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Trustors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 30 days after the receipt by it of a written request from the Trustee so to do, or in the case an Event of Actionable Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have Trustee may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet Section 5.10 without the terms concurrence of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth thereinTrustors, and no notice the Trustors hereby appoint the Trustee as its agent and attorney to act for it under the foregoing provisions of a successor Trust Collateral Agent pursuant to this Section 10.9 and no notice to Noteholders 5.10 in either of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9such contingencies.
(b) Each Every separate trustee and every co-trustee, other than any trustee that may be appointed as successor to the Trustee, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Trustee, or its successors as Trustee hereunder;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trust Collateral Agent Trustee hereunder shall be conferred upon or imposed and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) Provided no Note Insurer Default shall have occurred and power given hereby to, or that it is provided hereby may be continuingexercised by, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent acting jointly may, at any time accept the resignation of or remove any separate such co-trustee or co-trustee.
(c) Any noticetrustees or separate trustee or separate trustees, request or other writing given to the Trust Collateral Agent shall be deemed to have been given to each of the other then separate trustees and exercised hereunder by such 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 X. Each trustees or 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicer.
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.or
Appears in 1 contract
Samples: Trust Agreement (Caremark Rx Inc)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Certificate Insurer (provided a Note no Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.1110.12, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Certificate Insurer and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Certificate Insurer shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent trustee pursuant to Section 10.710.8, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 10.10 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.
(b) 10.10. Each 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 Trust Collateral Agent Trustee shall be conferred upon and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent Trustee under this Agreement or, in its capacity as Back-up Standby Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer Trust 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 Collateral AgentTrustee;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) Provided no Note Insurer Default shall have occurred and be continuing, the Note Certificate Insurer may, and, in the event a Note an Insurer Default shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent Trustee acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) . Any notice, request or other writing given to the Trust Collateral Agent Trustee shall be deemed to have been given to each of the other 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 X. 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 Trust Collateral Agent Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral AgentTrustee. Each such instrument shall be filed with the Trust Collateral Agent Trustee and a copy thereof given to the Servicer.
(d) . Any separate trustee or co-trustee may at any time appoint the Trust Collateral AgentTrustee, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral AgentTrustee, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agenttrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Securities Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or the ServicerTrustee shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Holders, or the Majority Holders shall in writing so request the Trustee and the Trustors, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Trustee and the Trust Collateral Agent acting jointly shall have the power and Trustors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent Trustee and the Trustors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral, jointly with the Trust Collateral AgentTrustee originally named herein or any successor or successors, or to act as separate trustee or separate trustees, trustees of all or any part of such property. In the Issuer, and to vest in such Person, in such capacity and for event the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Trustors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 30 days after the receipt by it of a written request from the Trustee so to do, or in the case an Event of Actionable Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have Trustee may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet Section 5.10 without the terms concurrence of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth thereinTrustors, and no notice the Trustors hereby appoint the Trustee as its agent and attorney to act for it under the foregoing provisions of a successor Trust Collateral Agent pursuant to this Section 10.9 and no notice to Noteholders 5.10 in either of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9such contingencies.
(b) Each Every separate trustee and every co-trustee, other than any trustee that may be appointed as successor to the Trustee, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Trustee, or its successors as Trustee hereunder;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trust Collateral Agent Trustee hereunder shall be conferred upon or imposed and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(iiiii) No no power given hereby to, or that it is provided hereby may be exercised by, any such co-trustee under this Agreement or co-trustees or separate trustee or separate trustees, shall be exercised hereunder by such co-trustee or co-trustees or separate trustee or separate trustees, except jointly with, or with the consent in writing of, the Trustee, anything herein contained to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and
(iiiv) Provided no Note Insurer the Trustors and the Trustee, at any time by an instrument in writing, executed by them, may accept the resignation of or remove any such separate trustee or co-trustee, and in that case, by an instrument in writing executed by the Trustors and the Trustee jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything herein contained to the contrary notwithstanding. In the event that the Trustors shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Trustee so to do, or in case an Actionable Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default Trustee shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent acting jointly may, at any time power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Trustors, the Trustors hereby appointing the Trustee its agent and attorney to act for it in such connection in either of such contingencies. In the event that the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, it may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee.
(c) Any notice, request or other writing given the successor to the Trust Collateral Agent shall be deemed to have been given to each of the other then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any such separate trustee or co-trustee shall refer to this Agreement be appointed by the Trustors and the conditions of this Article X. Each separate trustee and co-trusteeTrustee, upon its acceptance of or by the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trust Collateral Agent or separatelyTrustee alone, as may be provided therein, subject to all the provisions of in this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the ServicerSection 5.10.
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 1 contract
Samples: Trust Agreement (Caremark Rx Inc)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be --------------------------------- necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or to avoid any violation of law or imposition on the ServicerTrustee of taxes by such jurisdiction not otherwise imposed on the Trustee, or the Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Administrative Agent, any Holder Representative in respect of the Surety Bond Obligations or any Public Debt Trustee shall in writing so request the Trustee and the Obligors, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Trust Security Document, the Note Insurer (provided a Note Insurer Default shall not have occurred Trustee and be continuing) and each of the Trust Collateral Agent acting jointly shall have the power and Obligors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent Trustee and the Obligors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral under this Trust Agreement or under any of the Trust Security Documents, jointly with the Trust Collateral AgentTrustee originally named herein or therein or any successor Trustee, or to act as separate trustee or separate trustees, trustees of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit Collateral. If any of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Obligors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 10 days after it receives a written request from the receipt by it of a request so Trustee to dodo so, or if a Notice of Acceleration is in the case an Event of Default shall have occurred and be continuingeffect, the Trust Collateral Agent alone shall have Trustee may act under the power to make foregoing provisions of this subsection 5.10(a) without the concurrence of such appointmentObligors and execute and deliver such instruments and agreements on behalf of such Obligors. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders Each of the appointment Obligors hereby appoints the Trustee as its agent and attorney to act for it under the foregoing provisions of any co-trustee or separate trustee shall be required pursuant to Section 10.9this subsection 5.10(a) in either of such contingencies.
(b) Each Every separate trustee and every co-trustee trustee, other than any successor Trustee appointed pursuant to subsection 5.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Trustee or any agent appointed by the Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trustee hereunder and under the relevant Trust Collateral Agent Security Document or Documents shall be conferred upon or imposed and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(iiiii) No no power given hereby or by the relevant Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee under this Agreement or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Trustee, anything contained herein to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and
(iiiv) Provided no Note Insurer Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, the Servicer Company and the Trust Collateral Agent acting jointly mayTrustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee.
(c) Any notice, request or other writing given as the case may be, anything contained herein to the Trust Collateral Agent contrary notwithstanding. If the Company shall be deemed not have joined in the execution of any such instrument 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 shall have been given the power to each accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the other then Company, the Company hereby appointing the Trustee its agent and attorney to act for it in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees and or co-trusteestrustee or co-trustees as above provided, as effectively as if given the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to each of them. Every instrument appointing any such separate trustee or co-trustee shall refer be appointed by the Company and the Trustee, or by the Trustee alone pursuant to this Agreement and the conditions of this Article X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicersubsection 5.10(b).
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 1 contract
Samples: Trust Agreement (Federal Mogul Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Second Lien Collateral shall be located, or the ServicerCollateral Agent shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Second Lien Secured Parties, or the Majority Holders shall in writing so request the Collateral Agent and the Trustors, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder, the Note Insurer (provided a Note Insurer Default shall not have occurred and be continuing) Collateral Agent and the Trust Collateral Agent acting jointly shall have the power and Trustors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent and the Trustors, either to act as co-trusteetrustee or co-trustees of all or any of the Second Lien Collateral, jointly with the Trust Collateral AgentAgent originally named herein or any successor or successors, or to act as separate trustee or separate trustees, trustees of all or any part of such property. In the Issuer, and to vest in such Person, in such capacity and for event the benefit of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Trustors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 30 days after the receipt by it of a written request from the Collateral Agent so to do, or in the case an Event of Actionable Default shall have occurred and be continuing, the Trust Collateral Agent alone shall have may act under the power to make such appointment. No co-trustee or separate trustee under foregoing provisions of this Agreement shall be required to meet Section 6.10 without the terms concurrence of eligibility as a successor Trust the Trustors, and the Trustors hereby appoint the Collateral Agent pursuant as its agent and attorney to act for it under the foregoing provisions of this Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice 6.10 in either of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9such contingencies.
(b) Each Every separate trustee and every co-trustee, other than any trustee that may be appointed as successor to the Collateral Agent, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or Securities shall be exercised solely by the Collateral Agent, or its successors hereunder;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trust Collateral Agent hereunder shall be conferred upon or imposed and exercised or performed by the Trust Collateral Agent and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(iiiii) No no power given hereby to, or that it is provided hereby may be exercised by, any such co-trustee under this Agreement or co-trustees or separate trustee or separate trustees, shall be exercised hereunder by such co-trustee or co-trustees or separate trustee or separate trustees, except jointly with, or with the consent in writing of, the Collateral Agent, anything herein contained to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and
(iiiv) Provided no Note Insurer the Trustors and the Collateral Agent, at any time by an instrument in writing, executed by them, may accept the resignation of or remove any such separate trustee or co-trustee, and in that case, by an instrument in writing executed by the Trustors and the Collateral Agent jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything herein contained to the contrary notwithstanding. In the event that the Trustors shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Collateral Agent so to do, or in case an Actionable Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default Collateral Agent shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent acting jointly may, at any time power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Trustors, the Trustors hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in either of such contingencies. In the event that the Collateral Agent shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, it may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee.
(c) Any notice, request or other writing given the successor to the Trust Collateral Agent shall be deemed to have been given to each of the other then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any such separate trustee or co-trustee shall refer to this Agreement be appointed by the Trustors and the conditions of this Article X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the Servicer.
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral AgentAgent alone, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agentas provided in this Section 6.10.
Appears in 1 contract
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, If at any time, for the purpose of meeting time or times it ---------------------------------- shall be necessary or prudent in order to conform to any legal requirements law of any jurisdiction in which any part of the Issuer or any Financed Vehicle may at the time Collateral shall be located, or to avoid any violation of law or imposition on the ServicerTrustee of taxes by such jurisdiction not otherwise imposed on the Trustee, or the Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Administrative Agent or any Surety Party shall in writing so request the Trustee and the Obligors, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Trust Security Document, the Note Insurer (provided a Note Insurer Default shall not have occurred Trustee and be continuing) and each of the Trust Collateral Agent acting jointly shall have the power and Obligors shall execute and deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more persons approved by the Trust Collateral Agent Trustee and the Obligors, either to act as co-trusteetrustee or co-trustees of all or any of the Collateral under this Trust Agreement or under any of the Trust Security Documents, jointly with the Trust Collateral AgentTrustee originally named herein or therein or any successor Trustee, or to act as separate trustee or separate trustees, trustees of all or any part of the Issuer, and to vest in such Person, in such capacity and for the benefit Collateral. If any of the Noteholders, such title to the Issuer, or any part thereof, and, subject to the other provisions of this Section 10.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Insurer and the Trust Collateral Agent may consider necessary or desirable. If the Servicer and the Note Insurer Obligors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 10 days after it receives a written request from the receipt by it of a request so Trustee to dodo so, or if a Notice of Acceleration is in the case an Event of Default shall have occurred and be continuingeffect, the Trust Collateral Agent alone shall have Trustee may act under the power to make foregoing provisions of this Section 5.10(a) without the concurrence of such appointmentObligors and execute and deliver such instruments and agreements on behalf of such Obligors. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent pursuant to Section 10.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent pursuant to Section 10.9 and no notice to Noteholders Each of the appointment Obligors hereby appoints the Trustee as its agent and attorney to act for it under the foregoing provisions of any co-trustee or separate trustee shall be required pursuant to this Section 10.95.10(a) in either of such contingencies.
(b) Each Every separate trustee and every co-trustee trustee, other than any successor Trustee appointed pursuant to Section 5.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) All all rights, powers, dutiesduties and obligations conferred upon the Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Trustee or any agent appointed by the Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Trustee hereunder and under the relevant Trust Collateral Agent Security Document or Documents shall be conferred upon or imposed and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or separate trustees or co-trustee jointly (it being understood that or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee is not authorized to act separately without the Trust Collateral Agent joining in such act)or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties, duties and obligations (including the holding of title to the Issuer or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee, but solely at the direction of the Trust Collateral Agenttrustee or co-trustees;
(iiiii) No no power given hereby or by the relevant Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee under this Agreement or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Trustee, anything contained herein to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee under this Agreementhereunder; and
(iiiv) Provided no Note Insurer Default shall have occurred and be continuing, the Note Insurer may, and, in the event a Note Insurer Default shall have occurred and be continuing, then, the Servicer Company and the Trust Collateral Agent acting jointly mayTrustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee.
(c) Any notice, request or other writing given as the case may be, anything contained herein to the Trust Collateral Agent contrary notwithstanding. If the Company shall be deemed not have joined in the execution of any such instrument 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 shall have been given the power to each accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the other then Company, the Company hereby appointing the Trustee its agent and attorney to act for it in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees and or co-trusteestrustee or co-trustees as above provided, as effectively as if given the Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to each of them. Every instrument appointing any such separate trustee or co-trustee shall refer be appointed by the Company and the Trustee, or by the Trustee alone pursuant to this Agreement and the conditions of this Article X. 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 Trust Collateral Agent or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral Agent. Each such instrument shall be filed with the Trust Collateral Agent and a copy thereof given to the ServicerSection 5.10(b).
(d) Any separate trustee or co-trustee may at any time appoint the Trust Collateral Agent, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral Agent, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agent.
Appears in 1 contract
Samples: Trust Agreement (Federal Mogul Corp)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Certificate Insurer (provided a Note an Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons Persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.1110.12, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Certificate Insurer and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Certificate Insurer shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent trustee pursuant to Section 10.710.8, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 10.10 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.
(b) 10.10. Each 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 Trust Collateral Agent Trustee shall be conferred upon and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent Trustee under this Agreement or, in its capacity as Back-up Standby Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer Trust 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 Collateral AgentTrustee;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) Provided no Note Insurer Default shall have occurred and be continuing, the Note Certificate Insurer may, and, in the event a Note an Insurer Default shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent Trustee acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) . Any notice, request or other writing given to the Trust Collateral Agent Trustee shall be deemed to have been given to each of the other 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 X. 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 Trust Collateral Agent Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral AgentTrustee. Each such instrument shall be filed with the Trust Collateral Agent Trustee and a copy thereof given to the Servicer.
(d) . Any separate trustee or co-trustee may at any time appoint the Trust Collateral AgentTrustee, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral AgentTrustee, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agenttrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Consumer Portfolio Services Inc)
Co-Trustee; Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Issuer Trust or any Financed Vehicle may at the time be located, the Servicer, the Note Certificate Insurer (provided a Note an Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more persons approved by the Trust Collateral Agent Trustee to act as co-trustee, jointly with the Trust Collateral AgentTrustee, or separate trustee or separate trustees, of all or any part of the IssuerTrust, and to vest in such Person, in such capacity and for the benefit of the NoteholdersCertificateholders, such title to the IssuerTrust, or any part thereof, and, subject to the other provisions of this Section 10.119.11, such powers, duties, obligations, rights, and trusts as the Servicer, the Note Certificate Insurer and the Trust Collateral Agent Trustee may consider necessary or desirable. If the Servicer and the Note Certificate Insurer shall not have joined in such appointment within fifteen (15) 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trust Collateral Agent Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Trust Collateral Agent trustee pursuant to Section 10.79.7, except that the co-trustee or its parent shall comply with the rating requirements set forth therein, and no notice of a successor Trust Collateral Agent trustee pursuant to Section 10.9 9.9 and no notice to Noteholders Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.9.
(b) 9.9. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:: 103
(i) All rights, powers, duties, and obligations conferred or imposed upon the Trust Collateral Agent Trustee shall be conferred upon and exercised or performed by the Trust Collateral Agent Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trust Collateral Agent Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trust Collateral Agent Trustee under this Agreement or, in its capacity as Back-up Servicer, as successor to the Servicer under this Agreement), the Trust Collateral Agent 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 Issuer Trust 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 Collateral AgentTrustee;
(ii) No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
(iii) Provided no Note Insurer Default shall have occurred and be continuing, the Note Certificate Insurer may, and, in the event a Note an Insurer Default shall have occurred and be continuing, then, the Servicer and the Trust Collateral Agent Trustee acting jointly may, at any time accept the resignation of or remove any separate trustee or co-trustee.
(c) . Any notice, request or other writing given to the Trust Collateral Agent Trustee shall be deemed to have been given to each of the other 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 X. IX. 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 Trust Collateral Agent Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Collateral AgentTrustee. Each such instrument shall be filed with the Trust Collateral Agent Trustee and a copy thereof given to the Servicer.
(d) . Any separate trustee or co-trustee may at any time appoint the Trust Collateral AgentTrustee, 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 or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trust Collateral AgentTrustee, to the extent permitted by law, without the appointment of a new or successor Trust Collateral Agenttrustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Holdings Corp)
