Common use of Co-Trustee Clause in Contracts

Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the right of certain banking corporations or associations to transact business as trustee as contemplated herein in such jurisdiction. It is recognized that in case of litigation under this Indenture and in particular in case of the enforcement of the security interest contained in this Indenture upon the occurrence of an Event of Default, it may be necessary that the Trustee appoint an additional individual or institution as a separate Trustee or Co-Trustee, which shall be satisfactory to the Lessee. The following provisions of this Section 10.17 are adapted to these ends: (a) In the event of the incapacity or lack of authority of the Trustee by reason of any present or future law of any jurisdiction to exercise any of the rights, powers and trusts herein granted to the Trustee or to hold title to or a security interest in the Trust Estate or to take any other action which may be necessary or desirable in connection therewith, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate Trustee or Co-Trustee but only to the extent necessary to enable the separate Trustee or Co-Trustee to exercise such rights, powers and trusts, and every covenant and obligation necessary to the exercise thereof shall run to and be enforceable by such separate Trustee or Co-Trustee. (b) Should any deed, conveyance or instrument in writing from the Issuer be required by the separate Trustee or Co-Trustee so appointed by the Trustee in order to more fully and certainly vest in and confirm to it such properties, rights, powers, trusts, duties and obligations any and all such deeds, conveyances and instruments shall, on request, be executed, acknowledged and delivered by the Issuer. In case any separate Trustee or Co-Trustee or a successor to either, shall die, be dissolved, become incapable of action, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate Trustee or Co-Trustee, so far as permitted by are, shall vest in and be exercised by the Trustee until the appointment of a new Trustee or successor to such separate Trustee or Co-Trustee.

Co-Trustee. (a) It is the purpose of this Indenture Guarantee Agreement that there shall be no violation of any law of any jurisdiction denying or restricting the right of certain banking corporations or associations to transact business as trustee as contemplated herein in such jurisdiction. It is recognized that in case of litigation under this Indenture Guarantee Agreement, and in particular in case of the enforcement of the security interest contained thereof in this Indenture upon the occurrence of an Event of Default, it may be necessary or in the case the Guarantee Trustee deems that the Trustee appoint an additional individual or institution as a separate Trustee or Co-Trustee, which shall be satisfactory to the Lessee. The following provisions of this Section 10.17 are adapted to these ends: (a) In the event of the incapacity or lack of authority of the Trustee by reason of any present or future law of any jurisdiction to it may not exercise any of the rightspowers, powers and trusts rights or remedies herein granted to the Guarantee Trustee or to hold title to the properties, in trust, as herein granted or a security interest in the Trust Estate or to take any other action which may be desirable or necessary or desirable in connection therewith, or to avoid having to submit to the courts or other governmental entities in a foreign jurisdiction to which it is not already subject personally or otherwise, it may be necessary that the Guarantee Trustee appoint an individual or institution as a separate or co-trustee. The following provisions of this Section 2.8 are adopted to these ends. (b) In the event that the Guarantee Trustee appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture Guarantee Agreement to be exercised by or vested in or conveyed to the Guarantee Trustee with respect thereto shall be exercisable by and vest in such separate Trustee or Coco-Trustee trustee but only to the extent necessary to enable the such separate Trustee or Coco-Trustee trustee to exercise such rightspowers, powers rights and trustsremedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by such separate Trustee or Co-Trusteeeither of them. (bc) Should any deed, conveyance or instrument in writing from the Issuer Bank and/or the Guarantor, as applicable, be required by the separate Trustee or Coco-Trustee trustee so appointed by the Guarantee Trustee in order to for more fully and certainly vest vesting in and confirm confirming to him or it such properties, rights, powers, trusts, duties and obligations obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the IssuerBank and/or the Guarantor, as applicable; provided, that if an Event of Default shall have occurred and be continuing, if the Bank and/or the Guarantor, as applicable does not execute any such instrument within fifteen (15) days after request therefor, the Guarantee Trustee shall be empowered as an attorney-in-fact for the Bank and/or the Guarantor, as applicable, to execute any such instrument in the name and stead of the Bank and/or the Guarantor, as applicable. In case any separate Trustee or Coco-Trustee trustee or a successor to either, either shall die, be dissolved, become incapable of actionacting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate Trustee or Coco-Trusteetrustee, so far as permitted by arelaw, shall vest in and be exercised by the Guarantee Trustee until the appointment of a new Trustee trustee or successor to such separate or co-trustee. (d) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights and powers, conferred or imposed upon the Guarantee Trustee shall be conferred or Coimposed upon and may be exercised or performed by such separate trustee or co-Trusteetrustee; and (ii) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (e) Any notice, request or other writing given to the Guarantee Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Guarantee Agreement and the conditions of this Section 2.8.

Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction denying or restricting the right of certain banking corporations or associations to transact business as trustee as contemplated herein in such jurisdiction. It is recognized that in case of litigation under this Indenture and in particular in case of the enforcement of the security interest contained in this Indenture upon the occurrence of an Event of Default, it may be necessary that the Trustee appoint an additional individual or institution as a separate Trustee or Co-Trustee, which shall be satisfactory to the LesseeIssuer. The following provisions of this Section 10.17 are adapted to these ends: (a) In the event of the incapacity or lack of authority of the Trustee by reason of any present or future law of any jurisdiction to exercise any of the rights, powers and trusts herein granted to the Trustee or to hold title to or a security interest in the Trust Estate or to take any other action which may be necessary or desirable in connection therewith, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate Trustee or Co-Trustee but only to the extent necessary to enable the separate Trustee or Co-Trustee to exercise such rights, powers and trusts, and every covenant and obligation necessary to the exercise thereof shall run to and be enforceable by such separate Trustee or Co-Trustee. (b) Should any deed, conveyance or instrument in writing from the Issuer be required by the separate Trustee or Co-Trustee so appointed by the Trustee in order to more fully and certainly vest in and confirm to it such properties, rights, powers, trusts, duties and obligations any and all such deeds, conveyances and instruments shall, on request, be executed, acknowledged and delivered by the Issuer. In case any separate Trustee or Co-Trustee or a successor to either, shall die, be dissolved, become incapable of action, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate Trustee or Co-Trustee, so far as permitted by arelaw, shall vest in and be exercised by the Trustee until the appointment of a new Trustee or successor to such separate Trustee or Co-Trustee.

Co-Trustee. It is (a) Notwithstanding any other provisions of this Agreement or any other Security Document, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Collateral Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-collateral trustee or co-collateral trustees, or separate collateral trustee or separate collateral trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the holders of Parity Secured Obligations, such title to the Collateral, or any part thereof, and subject to the other provisions of this Indenture that there Section, such powers, duties, obligations, rights and trusts as the Collateral Trustee may reasonably consider necessary or desirable for such purpose. No co-collateral trustee or separate collateral trustee shall be required to meet the terms of eligibility as a successor trustee under Section 6.2 hereof and no violation notice to any Senior Debt Representative or any holders of Parity Secured Obligations of the appointment of any co-collateral trustee or separate collateral trustee shall be required under Section 6.2 hereof. (b) Every co-collateral trustee or separate collateral trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (1) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee shall be conferred or imposed upon and exercised or performed by the Collateral Trustee and such co-collateral trustee or separate collateral trustee jointly (it being understood that such separate co-collateral trustee or separate collateral trustee is not authorized to act separately without the Collateral Trustee joining in such act), except to the extent that under any law of any jurisdiction denying in which any particular act or restricting acts are to be performed the right Collateral 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 certain banking corporations title to Collateral or associations to transact business as trustee as contemplated herein any portion thereof in any such jurisdiction. It is recognized that in case of litigation under this Indenture ) shall be exercised and in particular in case performed singly by such co-collateral trustee or separate collateral trustee, but solely at the direction of the enforcement Collateral Trustee; and (2) the Collateral Trustee may at any time accept the resignation of or remove any co-collateral trustee or separate collateral trustee. (c) Any notice, request or other writing given to the Collateral Trustee shall be deemed to have been given to each of the security interest contained then co-collateral trustees or separate collateral trustees, as effectively as if given to each of them. Every instrument appointing any co-collateral trustee or separate collateral trustee shall refer to this Agreement and the conditions of this Section 5.15. Each co-collateral trustee or separate collateral trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in this Indenture upon its instrument of appointment, either jointly with the occurrence of an Event of DefaultCollateral Trustee or separately, it as may be necessary that provided therein, subject to all the Trustee appoint an additional individual or institution as a separate Trustee or Co-Trustee, which shall be satisfactory to the Lessee. The following provisions of this Section 10.17 are adapted to these ends: (a) In the event Agreement, specifically including every provision of the incapacity or lack of authority of the Trustee by reason of any present or future law of any jurisdiction to exercise any of the rights, powers and trusts herein granted this Agreeemnt relating to the Trustee conduct of, affecting the liability of, or affording protection or rights (including the rights to hold title to or a security interest in compensation, reimbursement and indemnification hereunder) to, the Trust Estate or to take any other action which may be necessary or desirable in connection therewith, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto Collateral Trustee. Every such instrument shall be exercisable by and vest in such separate Trustee or Co-Trustee but only to filed with the extent necessary to enable the separate Trustee or Co-Trustee to exercise such rights, powers and trusts, and every covenant and obligation necessary to the exercise thereof shall run to and be enforceable by such separate Trustee or Co-Collateral Trustee. (bd) Should Any co-collateral trustee or separate collateral trustee may at any deedtime constitute the Collateral Trustee, conveyance its agent or instrument attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in writing from respect of this Agreement and the Issuer be required by the Security Documents on its behalf and in its name. If any co-collateral trustee or separate Trustee or Co-Trustee so appointed by the Trustee in order to more fully and certainly vest in and confirm to it such properties, rights, powers, trusts, duties and obligations any and all such deeds, conveyances and instruments shall, on request, be executed, acknowledged and delivered by the Issuer. In case any separate Trustee or Co-Trustee or a successor to either, collateral trustee shall die, be dissolved, become incapable of actionacting, resign or be removed, all the of its estates, properties, rights, powers, trusts, duties remedies and obligations of such separate Trustee or Co-Trustee, so far as permitted by are, trusts shall vest in and be exercised by the Trustee until Collateral Trustee, to the extent permitted by law, without the appointment of a new Trustee or successor to such co-collateral trustee or separate Trustee or Co-Trusteecollateral trustee.

Co-Trustee. It is the purpose of this Indenture that there (a) If at any time or times it shall be no violation of necessary or prudent in order to conform to any law of any jurisdiction denying or restricting the right of certain banking corporations or associations to transact business as trustee as contemplated herein in such jurisdiction. It is recognized that in case of litigation under this Indenture and in particular in case which any of the enforcement Collateral shall be located, or the Trustee shall be advised by counsel satisfactory to it, that it is necessary or prudent in the interest of the security interest contained Holders, or 25% of the Holders of the outstanding Securities shall in this Indenture upon the occurrence of an Event of Default, it may be necessary that writing so request the Trustee appoint an additional individual and the Issuers, or institution the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Trustee and the Issuers shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons approved by the Trustee and the Issuers, either to act as co-trustee or co-trustees (each a separate Trustee "co-trustee") of all or Co-any of the Collateral, jointly with the Trustee, which or to act as separate trustee or trustees of any such property. If the Issuers shall be satisfactory not have joined in the execution of such instruments and agreements within 10 days after they receive a written request from the Trustee to do so, or if a notice of acceleration is in effect, the Lessee. The following Trustee may act under the foregoing provisions of this Section 10.17 are adapted to these ends: (a) In 7.12 without the event concurrence of the incapacity or lack of authority of Issuers. The Issuers hereby appoint the Trustee by reason as their agent and attorney to act for them under the foregoing provisions of any present or future law this Section 7.12 in either of any jurisdiction to exercise any of the rights, powers and trusts herein granted to the Trustee or to hold title to or a security interest in the Trust Estate or to take any other action which may be necessary or desirable in connection therewith, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate Trustee or Co-Trustee but only to the extent necessary to enable the separate Trustee or Co-Trustee to exercise such rights, powers and trusts, and every covenant and obligation necessary to the exercise thereof shall run to and be enforceable by such separate Trustee or Co-Trusteecontingencies. (b) Should Every separate trustee and every co-trustee, other than any deedsuccessor Trustee appointed pursuant to Section 7.8, conveyance or instrument in writing from shall, to the Issuer extent permitted by law, be required by appointed and act and be such, subject to the separate Trustee or Co-Trustee so appointed by the Trustee in order to more fully following provisions and certainly vest in and confirm to it such properties, conditions: (i) all rights, powers, trustsduties and obligations conferred or imposed upon the Trustee hereunder shall be conferred or imposed and exercised or performed by the Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee 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 the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations any shall be exercised and all such deeds, conveyances and instruments shall, on request, be executed, acknowledged and delivered performed by the Issuer. In case any separate Trustee or Co-Trustee or a successor to either, shall die, be dissolved, become incapable of action, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate Trustee trustee or Coseparate trustees or co-trustee or co-trustees; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Issuers and the Trustee, so far as permitted at any time by arean instrument in writing executed by them jointly, shall vest may accept the resignation of or remove any such separate trustee or co- trustee and, in and be exercised that case by the Trustee until the appointment of an instrument in writing executed by them jointly, may appoint a new Trustee or successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Issuers shall not have joined in the execution of any such instrument within 10 days after they receive a written request from the Trustee to do so, or Coif a notice of acceleration is in effect, the Trustee shall have the 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 Issuers, the Issuers hereby appointing the Trustee their agent and attorney to act for them in such connection in such contingency. If the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, 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 any such separate trustee or co-trustee shall be appointed by the Issuers and the Trustee, or by the trustee alone pursuant to this Section.

Co-Trustee. It is (a) Notwithstanding any other provisions of this Indenture, at any time and including for the purpose of meeting any legal requirement of any jurisdiction (including any jurisdiction in which any part of the Collateral may at the time be located), the Trustee shall have the power and may execute and deliver all instruments necessary for the appointment of one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees (including with respect to all or any part of the Collateral), and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, subject to the other provisions of this Indenture that there Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable (including title to the Collateral, or any part thereof). No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.10 hereof and no violation notice to Holders of the appointment of any co-trustee is or separate trustee shall be required under Section 7.08 hereof. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (1) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction denying in which any particular act or restricting acts are to be performed the right 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 certain banking corporations title to the Collateral or associations to transact business as trustee as contemplated herein any portion thereof in any such jurisdiction. It is recognized that in case of litigation under this Indenture ) shall be exercised and in particular in case performed singly by such separate trustee or co-trustee, but solely at the direction of the enforcement of the security interest contained in this Indenture upon the occurrence of an Event of Default, it may be necessary that Trustee; (2) the Trustee appoint an additional individual shall not have any responsibility for or institution as a separate Trustee be personally liable relating to such appointment or Co-Trustee, which shall be satisfactory to the Lessee. The following provisions of this Section 10.17 are adapted to these ends: (a) In the event of the incapacity or lack of authority of the Trustee by reason of any present act or future law omission of any jurisdiction to exercise co-trustee or separate trustee hereunder. No co-trustee hereunder shall be personally liable by reason of any act or omission of the rightsTrustee, powers and trusts herein granted any separate trustee or any other co-trustee hereunder. No separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, any co-trustee or any other separate trustee hereunder; and (3) the Trustee 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 Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to hold title to this Indenture and the conditions of this Article 7. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or a security interest property specified in its instrument of appointment, either jointly with the Trust Estate Trustee or to take any other action which separately, as may be necessary or desirable in connection therewithprovided therein, each and subject to all the provisions of this Indenture, specifically including every remedy, power, right, claim, demand, cause provision of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed relating to the Trustee with respect thereto conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be exercisable by and vest in such separate Trustee or Co-Trustee but only to filed with the extent necessary to enable the separate Trustee or Co-Trustee to exercise such rights, powers and trusts, and every covenant and obligation necessary to the exercise thereof shall run to and be enforceable by such separate Trustee or Co-Trustee. (bd) Should Any separate trustee or co-trustee may at any deed, conveyance or instrument in writing from the Issuer be required by the separate Trustee or Co-Trustee so appointed by time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in order to more fully respect of this Indenture on its behalf and certainly vest in and confirm to it such properties, rights, powers, trusts, duties and obligations any and all such deeds, conveyances and instruments shall, on request, be executed, acknowledged and delivered by the Issuerits name. In case If any separate Trustee trustee or Coco-Trustee or a successor to either, trustee shall die, be dissolved, become incapable of actionacting, resign or be removed, all the of his, her or its estates, properties, rights, powers, trusts, duties remedies and obligations of such separate Trustee or Co-Trustee, so far as permitted by are, trusts shall vest in and be exercised by the Trustee until Trustee, to the extent permitted by law, without appointment of a new Trustee or successor to such separate Trustee or Co-Trusteetrustee.

Co-Trustee. It is the purpose of this Indenture that there (a) If at any time or times it shall be no violation of necessary or prudent in order to conform to any law of any jurisdiction denying in which any of the Collateral shall be located, or restricting the right Trustee shall be advised by counsel satisfactory to it, that it is necessary or prudent in the interest of certain banking corporations the Holders, or associations 25% of the Holders of the outstanding Securities shall in writing so request the Trustee and the Company, or the Trustee shall deem it desirable for its own protection in the performance of its duties hereunder, the Trustee and the Company shall execute and deliver all instruments and agreements necessary or proper to transact business constitute another bank or trust company, or one or more Persons approved by the Trustee and the Company, either to act as co-trustee or co-trustees (each a "co-trustee") of all or any of the Collateral, jointly with the Trustee, or to act as contemplated herein separate trustee or trustees of any such property. If the Company shall not have joined in the execution of such jurisdiction. It instruments and agreements within 10 days after it receives a written request from the Trustee to do so, or if a notice of acceleration is recognized that in case effect, -------------------------- (3) Counsel to Trustee to determine prior to execution of litigation under this Indenture whether Section 7.12 is required given separate identity of Trustee and in particular in case of the enforcement of the security interest contained in this Indenture upon the occurrence of an Event of Default, it may be necessary that Collateral Agent. the Trustee appoint an additional individual or institution as a separate Trustee or Co-Trustee, which shall be satisfactory to may act under the Lessee. The following foregoing provisions of this Section 10.17 are adapted to these ends: (a) In without the event concurrence of the incapacity or lack of authority of Company. The Company hereby appoints the Trustee by reason as its agent and attorney to act for it under the foregoing provisions of any present or future law this Section in either of any jurisdiction to exercise any of the rights, powers and trusts herein granted to the Trustee or to hold title to or a security interest in the Trust Estate or to take any other action which may be necessary or desirable in connection therewith, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate Trustee or Co-Trustee but only to the extent necessary to enable the separate Trustee or Co-Trustee to exercise such rights, powers and trusts, and every covenant and obligation necessary to the exercise thereof shall run to and be enforceable by such separate Trustee or Co-Trusteecontingencies. (b) Should Every separate trustee and every co-trustee, other than any deedsuccessor Trustee appointed pursuant to Section 7.8, conveyance or instrument in writing from shall, to the Issuer extent permitted by law, be required by appointed and act and be such, subject to the separate Trustee or Co-Trustee so appointed by the Trustee in order to more fully following provisions and certainly vest in and confirm to it such properties, conditions: (i) all rights, powers, trustsduties and obligations conferred or imposed upon the Trustee hereunder shall be conferred or imposed and exercised or performed by the Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee 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 the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations any shall be exercised and all such deeds, conveyances and instruments shall, on request, be executed, acknowledged and delivered performed by the Issuer. In case any separate Trustee or Co-Trustee or a successor to either, shall die, be dissolved, become incapable of action, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate Trustee trustee or Coseparate trustees or co-trustee or co-trustees; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Company and the Trustee, so far as permitted at any time by arean instrument in writing executed by them jointly, shall vest may accept the resignation of or remove any such separate trustee or co-trustee and, in and be exercised that case by the Trustee until the appointment of an instrument in writing executed by them jointly, may appoint a new Trustee or successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Company shall 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 Coif a notice of acceleration is in effect, the Trustee shall have the 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 such contingency. If the Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, 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 any such separate trustee or co-trustee shall be appointed by the Company and the Trustee, or by the trustee alone pursuant to this Section.

Co-Trustee. It is (a) At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Trust Fund hereunder may at the time be located, the Trustee shall have power to appoint one or more persons approved by the Company either to act as co-trustee jointly with the Trustee, of all or any part of the Trust Fund hereunder, or to act as a separateco-trustee of any property constituting part thereof, in either case with such powers as may be provided in the instrument of appointment, and to vest in such person or persons in the capacity as aforesaid, any property, title, right or power deemed necessary or desirable, subject to the remaining provisions of this Indenture that there Section 6.7. (b) Every separate trustee or co-trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms: (i) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee shall apply to the Trustee and such separate or co-trustee jointly, as shall be no violation of provided in the instrument appointing such separate trustee or co-trustee, except to the extent that, under any law of any jurisdiction denying in which any particular act or restricting acts are to be performed, the right Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or co-trustee. (ii) The Trustee at any time, by an instrument in writing executed by it, may accept the resignation of certain banking corporations or associations to transact business as remove any separate trustee as contemplated herein in such jurisdiction. It is recognized that in case of litigation or co-trustee appointed under this Indenture and Section 6.7. A successor to any separate trustee or co-trustee so resigned or removed may be appointed in particular in case of the enforcement of the security interest contained manner provided in this Indenture upon the occurrence of an Event of Default, it may be necessary that the Trustee appoint an additional individual or institution as a separate Trustee or Co-Trustee, which Section 6.7. (iii) No trustee hereunder shall be satisfactory to the Lessee. The following provisions of this Section 10.17 are adapted to these ends: (a) In the event of the incapacity or lack of authority of the Trustee personally liable by reason of any present act or future law omission of any jurisdiction other trustee hereunder. (iv) No power given hereby to exercise any of the rights, powers and trusts herein granted to the Trustee such separate trustee or to hold title to or a security interest in the Trust Estate or to take any other action which may be necessary or desirable in connection therewith, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto co- trustee shall be exercisable by and vest in such separate Trustee or Co-Trustee but only to the extent necessary to enable the separate Trustee or Co-Trustee to exercise such rights, powers and trusts, and every covenant and obligation necessary to the exercise thereof shall run to and be enforceable separately exercised hereunder by such separate Trustee trustee or Coco-trustee except with the consent in writing of the Trustee, anything here in contained to the contrary notwithstanding. (bc) Should Upon the acceptance in writing of such appointment by any deedsuch separate trustee or co-trustee it shall be vested with the estates or property specified in the instrument of appointment jointly with the Trustee (except insofar as local law makes it necessary for any such separate trustee to act alone) subject to all the terms of this Trust Agreement. Every such acceptance shall be filed with the Company. Any separate trustee or co- trustee may, conveyance or at any time by an instrument in writing from the Issuer be required by the separate Trustee or Co-Trustee so appointed by writing, constitute the Trustee its agent and attorney-in-fact, with full power and authority to do all acts and things and to exercise all discretion on its behalf and in order to more fully and certainly vest in and confirm to it such properties, rights, powers, trusts, duties and obligations any and all such deeds, conveyances and instruments shall, on request, be executed, acknowledged and delivered by the Issuerits name. In case any separate Trustee or Co-Trustee or a successor to either, shall die, be dissolved, become incapable of action, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate Trustee or Co-Trustee, so far as permitted by are, shall vest in and be exercised by the Trustee until the appointment of a new Trustee or successor to such separate Trustee or Co-Trustee.Section 6.8

Co-Trustee. It is At any time or times, for the purpose of this Indenture that there shall be no violation (a) meeting any legal requirements of any law state in which the Trustee determines it necessary to take any action hereunder or (b) establishing the eligibility of any jurisdiction denying Financed Student Loans for receipt of federal payments with respect thereto, the Trustee shall have power to appoint, and, upon the request of the Trustee or restricting of the right Holders of certain banking corporations at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or associations of any Other Beneficiary, the Issuer shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to transact business appoint one or more Persons approved by the Trustee either to act as co-trustee or co-trustees, jointly with the Trustee of all or any part of the trust estate, or to act as contemplated herein separate trustee or separate trustees of all or any part of the trust estate, and to vest in such jurisdiction. It is recognized that person or persons, in case of litigation under this Indenture such capacity, such title to the trust estate or any part thereof, and in particular in case of the enforcement of the security interest contained in this Indenture upon the occurrence of an Event of Defaultsuch rights, it may be necessary that powers, duties, trusts or obligations as the Trustee appoint an additional individual may consider necessary or institution as a separate Trustee or Co-Trusteedesirable, which shall be satisfactory subject to the Lessee. The following remaining provisions of this Section 10.17 are adapted 7.12. No co-trustee or separate trustee hereunder shall be required to these endsmeet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereof. If the Issuer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. The Issuer shall execute, acknowledge and deliver all such instruments as may be required by any such co-trustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law but to such extent only, be appointed subject to the following terms, namely: (aA) In the event of the incapacity or lack of authority of the Trustee by reason of any present or future law of any jurisdiction to exercise any of the rights, powers and trusts herein granted to the Trustee or to hold title to or a security interest in the Trust Estate or to take any other action which may be necessary or desirable in connection therewith, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto The Notes shall be exercisable by authenticated and vest in such separate Trustee or Co-Trustee but only to the extent necessary to enable the separate Trustee or Co-Trustee to exercise such rights, powers and trustsdelivered, and every covenant and obligation necessary to the exercise thereof shall run to and be enforceable by such separate Trustee or Co-Trustee. (b) Should any deed, conveyance or instrument in writing from the Issuer be required by the separate Trustee or Co-Trustee so appointed by the Trustee in order to more fully and certainly vest in and confirm to it such properties, all rights, powers, trusts, duties and obligations any by this Indenture conferred upon the Trustee in respect of the custody, control and all such deedsmanagement of moneys, conveyances papers, securities and instruments shallother personal property shall be exercised, on request, be executed, acknowledged and delivered solely by the Issuer. In case any separate Trustee or Co-Trustee or a successor to either, shall die, be dissolved, become incapable of action, resign or be removed, all the estates, properties, Trustee. (B) All rights, powers, trusts, duties and obligations of such separate Trustee conferred or Co-imposed upon the trustees shall be conferred or imposed upon and exercised or performed by the Trustee, so far as permitted by are, shall vest in and be exercised or by the Trustee until and such co-trustee or co-trustees or separate trustee or separate trustees jointly, as shall be provided in the appointment instrument appointing such co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that, under the law of a new any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or successor unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-trustee or co-trustees or separate trustee or separate trustees. (C) Any request in writing by the Trustee to any co-trustee or Coseparate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-Trusteetrustee or separate trustee. (D) Any co-trustee or separate trustee may delegate to the Trustee the exercise of any right, power, trust, duty or obligations, discretionary or otherwise. (E) The Trustee at any time, by any instrument in writing, may accept the resignation of or remove any co-trustee or separate trustee appointed under this

Co-Trustee. It is At any time or times, for the purpose of this Indenture that there shall be no violation (a) meeting any legal requirements of any law state in which the Trustee determines it necessary to take any action hereunder or (b) establishing the eligibility of any jurisdiction denying Financed Student Loans for receipt of federal payments with respect thereto, the Trustee shall have power to appoint, and, upon the request of the Trustee or restricting of the right Holders of certain banking corporations at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or associations of any Other Beneficiary, the Corporation shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to transact business appoint one or more Persons approved by the Trustee either to act as co-trustee or co- trustees, jointly with the Trustee of all or any part of the trust estate, or to act as contemplated herein separate trustee or separate trustees of all or any part of the trust estate, and to vest in such jurisdiction. It is recognized that person or persons, in case of litigation under this Indenture such capacity, such title to the trust estate or any part thereof, and in particular in case of the enforcement of the security interest contained in this Indenture upon the occurrence of an Event of Defaultsuch rights, it may be necessary that powers, duties, trusts or obligations as the Trustee appoint an additional individual may consider necessary or institution as a separate Trustee or Co-Trusteedesirable, which shall be satisfactory subject to the Lessee. The following remaining provisions of this Section 10.17 are adapted 7.12. No co-trustee or separate trustee hereunder shall be required to these endsmeet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereof. If the Corporation shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. The Corporation shall execute, acknowledge and deliver all such instruments as may be required by any such co-trustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law but to such extent only, be appointed subject to the following terms, namely: (aA) In the event of the incapacity or lack of authority of the Trustee by reason of any present or future law of any jurisdiction to exercise any of the rights, powers and trusts herein granted to the Trustee or to hold title to or a security interest in the Trust Estate or to take any other action which may be necessary or desirable in connection therewith, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto The Notes shall be exercisable by authenticated and vest in such separate Trustee or Co-Trustee but only to the extent necessary to enable the separate Trustee or Co-Trustee to exercise such rights, powers and trustsdelivered, and every covenant and obligation necessary to the exercise thereof shall run to and be enforceable by such separate Trustee or Co-Trustee. (b) Should any deed, conveyance or instrument in writing from the Issuer be required by the separate Trustee or Co-Trustee so appointed by the Trustee in order to more fully and certainly vest in and confirm to it such properties, all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee. (B) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such co-trustee or co- trustees or separate trustee or separate trustees jointly, as shall be provided in the instrument appointing such co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that, under the law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co- trustee or co-trustees or separate trustee or separate trustees. (C) Any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking, or the refraining from taking, of such action by such co-trustee or separate trustee. (D) Any co-trustee or separate trustee may delegate to the Trustee the exercise of any right, power, trust, duty or obligations, discretionary or otherwise. (E) The Trustee at any time, by any instrument in writing, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 7.12. Upon the request of the Trustee, the Corporation shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such deedsresignation or removal. (F) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (G) Any demand, conveyances and instruments shall, on request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Trustee shall be executeddeemed to have been delivered to each such co-trustee or separate trustee. (H) Any moneys, acknowledged papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Trustee. Upon the acceptance in writing of such appointment by any such co- trustee or separate trustee, it or he or she shall be vested with such title to the trust estate or any part thereof, and delivered with such rights, powers, duties or obligations, as shall be specified in the instrument of appointment jointly with the Trustee (except insofar as local law makes it necessary for any such co- trustee or separate trustee to act alone) subject to all the terms of this Indenture. Every such acceptance shall be filed with the Trustee. Any co- trustee or separate trustee may, at any time by an instrument in writing, constitute the IssuerTrustee, its or his attorney-in-fact and agent, with full power and authority to do all acts and things and to exercise all discretion on its or his behalf and in its or his name. In case any co-trustee or separate Trustee or Co-Trustee or a successor to either, trustee shall die, be dissolved, become incapable of actionacting, resign or be removed, the title to the trust estate, and all the estates, properties, rights, powers, trusts, duties and obligations of such said co-trustee or separate Trustee or Co-Trusteetrustee shall, so far as permitted by arelaw, shall vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed in the appointment of a new Trustee or successor to such separate Trustee or Co-Trusteemanner herein provided.