Common use of Co-Trustee Clause in Contracts

Co-Trustee. At any time or times, for the purpose of (a) meeting any legal requirements of any state in which the Trustee determines it necessary to take any action hereunder or (b) establishing the eligibility of any Financed Student Loans for receipt of federal payments with respect thereto, the Trustee shall have power to appoint, and, upon the request of the Trustee or of the Holders of at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or (if no Senior Notes or Subordinate Notes are Outstanding) of any Other Beneficiary, the Corporation shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Trustee either to act as co-trustee or co-trustees, jointly with the Trustee of all or any part of the trust estate, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such person or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereof. If the Corporation shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. The Corporation shall execute, acknowledge and deliver all such instruments as may be required by any such co-trustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law but to such extent only, be appointed subject to the following terms, namely: (A) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee. (B) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed 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 resignation or removal. (F) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (G) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee. (H) Any moneys, 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 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 Trustee, 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 shall die, become incapable of acting, resign or be removed, the title to the trust estate, and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed in the manner herein provided.

Co-Trustee. At any time or times, for the purpose of ---------- (a) meeting any legal requirements of any state in which the Trustee determines it necessary to take any action hereunder or (b) establishing the eligibility of any Financed Student Loans for receipt of federal payments with respect thereto, the Trustee shall have power to appoint, and, upon the request of the Trustee or of the Holders of at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or (if no Senior Notes or Subordinate Notes are Outstanding) of any Other Beneficiary, the Corporation shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Trustee either to act as co-trustee or co-co- trustees, jointly with the Trustee of all or any part of the trust estate, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such person or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereof. If the Corporation shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. The Corporation shall execute, acknowledge and deliver all such instruments as may be required by any such co-trustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law but to such extent only, be appointed subject to the following terms, namely: (A) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee. (B) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such co-trustee or co-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-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 resignation or removal. (F) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (G) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee. (H) Any moneys, 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-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 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-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-co- trustee or separate trustee may, at any time by an instrument in writing, constitute the Trustee, 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 shall die, become incapable of acting, resign or be removed, the title to the trust estate, and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed in the manner herein provided.

Co-Trustee. At any time or times, for the purpose of (a) meeting any legal requirements of any state in which the Trustee determines it necessary to take any action hereunder or (b) establishing the eligibility of any Financed Student Loans for receipt of federal payments with respect thereto, the Trustee shall have power to appoint, and, upon the request of the Trustee or of the Holders of at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or (if no Senior Notes or Subordinate Notes are Outstanding) of any Other Beneficiary, the Corporation shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Trustee either to act as co-trustee or co-co- trustees, jointly with the Trustee of all or any part of the trust estate, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such person or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereof. If the Corporation shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. The Corporation shall execute, acknowledge and deliver all such instruments as may be required by any such co-trustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law but to such extent only, be appointed subject to the following terms, namely: (A) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee. (B) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such co-trustee or co-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-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 resignation or removal. (F) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (G) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee. (H) Any moneys, 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-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 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-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-co- trustee or separate trustee may, at any time by an instrument in writing, constitute the Trustee, 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 shall die, become incapable of acting, resign or be removed, the title to the trust estate, and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed in the manner herein provided.

Co-Trustee. At (a) If at any time or times, for the purpose of (a) meeting times it shall be necessary or prudent in order to conform to any legal requirements law of any state jurisdiction in which any of the Trustee determines it necessary to take any action hereunder Collateral shall be located, or (b) establishing the eligibility of any Financed Student Loans for receipt of federal payments with respect thereto, the Trustee shall have power be advised by counsel satisfactory to appointit, and, upon that it is necessary or prudent in the request interest of the Trustee Holders, or 25% of the Holders of at least twenty-five percent (25%) the outstanding Securities shall in aggregate Principal Amount writing so request the Trustee and the Issuers, or the Trustee shall deem it desirable for its own protection in the performance of Notes Outstanding or (if no Senior Notes or Subordinate Notes are Outstanding) of any Other Beneficiaryits duties hereunder, the Corporation Trustee and the Issuers shall for such purpose join with the Trustee in the execution, delivery execute and performance of deliver all instruments and agreements necessary or proper to appoint 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-trusteestrustees (each a "co-trustee") of all or any of the Collateral, jointly with the Trustee of all or any part of the trust estateTrustee, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such person or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereofproperty. If the Corporation Issuers shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 10 days after they receive a written request from the receipt by it of a request so Trustee to dodo so, or if a notice of acceleration is in case an Event of Default shall have occurred and be continuingeffect, the Trustee alone shall have power to make such appointmentmay act under the foregoing provisions of this Section 7.12 without the concurrence of the Issuers. The Corporation shall execute, acknowledge Issuers hereby appoint the Trustee as their agent and deliver all attorney to act for them under the foregoing provisions of this Section 7.12 in either of such instruments as may be required by any such contingencies. (b) Every separate trustee and every co-trustee or separate trustee. Every co-trustee or separate trustee , other than any successor Trustee appointed pursuant to Section 7.8, shall, to the extent permitted by law but to such extent onlylaw, be appointed and act and be such, subject to the following terms, namelyprovisions and conditions: (Ai) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee. (B) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees Trustee hereunder shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that, that under the any law of any jurisdiction in which any particular act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees.; (Cii) 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 resignation or removal. (F) No no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder.; and (Giii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee. (H) Any moneys, 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 Issuers and 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 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 writingwriting executed by them jointly, constitute may accept the Trusteeresignation of or remove any such separate trustee or co- trustee and, its in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or his attorneyco-in-fact and agenttrustee, with full power and authority 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 all acts and things so, or if 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 exercise all discretion on its 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 his behalf and in its separate trustees or his name. In case any 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 shall die, become incapable of acting, resign or be removed, the title to the trust estate, and all rights, powers, trusts, duties and obligations of said co-trustee or and the successor to any such separate trustee shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor or co-trustee or separate trustee shall be appointed in by the manner herein providedIssuers and the Trustee, or by the trustee alone pursuant to this Section.

Co-Trustee. At (a) If at any time or times, for the purpose of (a) meeting times it shall be necessary or prudent in order to conform to any legal requirements law of any state jurisdiction in which any of the Trustee determines it necessary to take any action hereunder Collateral shall be located, or (b) establishing the eligibility of any Financed Student Loans for receipt of federal payments with respect thereto, the Trustee shall have power be advised by counsel satisfactory to appointit, and, upon that it is necessary or prudent in the request interest of the Trustee Holders, or 25% of the Holders of at least twenty-five percent (25%) the outstanding Securities shall in aggregate Principal Amount writing so request the Trustee and the Company, or the Trustee shall deem it desirable for its own protection in the performance of Notes Outstanding or (if no Senior Notes or Subordinate Notes are Outstanding) of any Other Beneficiaryits duties hereunder, the Corporation Trustee and the Company shall for such purpose join with the Trustee in the execution, delivery execute and performance of deliver all instruments and agreements necessary or proper to appoint 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-trusteestrustees (each, a "co-trustee") of all or any of the Collateral, jointly with the Trustee of all or any part of the trust estateTrustee, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such person or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereofproperty. If the Corporation 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 case an Event of Default shall have occurred and be continuingeffect, the Trustee alone shall have power to make such appointmentmay act under the foregoing provisions of this Section without the concurrence of the Company. The Corporation shall execute, acknowledge Company hereby appoints the Trustee as its agent and deliver all attorney to act for it under the foregoing provisions of this Section in either of such instruments as may be required by any such contingencies. (b) Every separate trustee and every co-trustee or separate trustee. Every co-trustee or separate trustee , other than any successor Trustee appointed pursuant to Section 7.8, shall, to the extent permitted by law but to such extent onlylaw, be appointed and act and be such, subject to the following terms, namelyprovisions and conditions: (Ai) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee. (B) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees Trustee hereunder shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that, that under the any law of any jurisdiction in which any particular act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees.; (Cii) 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 resignation or removal. (F) No no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder.; and (Giii) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee. (H) Any moneys, 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 Company and 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 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 writingwriting executed by them jointly, constitute may accept the Trusteeresignation of or remove any such separate trustee or co-trustee and, its in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or his attorneyco-in-fact and agenttrustee, with full power and authority 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 all acts and things so, or if 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 exercise all discretion on 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 his behalf and in its separate trus- tees or his name. In case any 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 shall die, become incapable of acting, resign or be removed, the title to the trust estate, and all rights, powers, trusts, duties and obligations of said co-trustee or and the successor to any such separate trustee shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor or co-trustee or separate trustee shall be appointed in by the manner herein providedCompany and the Trustee, or by the trustee alone pursuant to this Section.

Co-Trustee. At (a) Notwithstanding any time other provisions of this Agreement or timesany other Security Document, at any time, for the purpose of (a) meeting any legal requirements requirement of any state jurisdiction in which any part of the Trustee determines it necessary to take any action hereunder or (b) establishing Collateral may at the eligibility of any Financed Student Loans for receipt of federal payments with respect theretotime be located, the Collateral Trustee shall have the power to appoint, and, upon the request of the Trustee or of the Holders of at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or (if no Senior Notes or Subordinate Notes are Outstanding) of any Other Beneficiary, the Corporation shall for such purpose join with the Trustee in the execution, delivery and performance of may execute and deliver all instruments and agreements necessary or proper to appoint one or more Persons approved by the Trustee either to act as a co-collateral trustee or co-collateral trustees, jointly with the Trustee or separate collateral trustee or separate collateral trustees, of all or any part of the trust estate, or to act as separate trustee or separate trustees of all or any part of the trust estateCollateral, and to vest in such person Person or personsPersons, in such capacitycapacity and for the benefit of the holders of Parity Secured Obligations, such title to the trust estate Collateral, or any part thereof, and subject to the other provisions of this Section, such rights, powers, duties, obligations, rights and trusts or obligations as the Collateral Trustee may reasonably consider necessary or desirable, subject to the remaining provisions of this Section 7.12desirable for such purpose. No co-collateral trustee or separate collateral trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee trustee under Section 7.13 6.2 hereof and no notice to Noteholders 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 7.8 6.2 hereof. If the Corporation shall not have joined in such appointment within fifteen . (15b) 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 Every co-collateral trustee or separate trustee. Every co-trustee or separate collateral trustee shall, to the extent permitted by law but to such extent onlylaw, be appointed and act subject to the following terms, namelyprovisions and conditions: (A1) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee. (B) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees Collateral Trustee shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Collateral Trustee and such co-trustee or co-trustees or separate collateral trustee or separate trustees jointly, as shall be provided in the instrument appointing collateral trustee jointly (it being understood that such separate co-trustee or co-trustees or separate collateral trustee or separate trusteescollateral trustee is not authorized to act separately without the Collateral Trustee joining in such act), except to the extent that, that under the any law of any jurisdiction in which any particular act or acts are to be performed, performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act rights, powers, duties and obligations (including the holding of title to Collateral or acts any portion thereof in any such jurisdiction) shall be exercised and performed singly by such co-trustee or co-trustees or separate collateral trustee or separate trustees.collateral trustee, but solely at the direction of the Collateral Trustee; and (C2) Any request in writing by the Collateral 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 time accept the resignation of or remove any co-collateral 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 resignation or removalcollateral trustee. (F) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (Gc) Any demand, request, direction, appointment, removal, notice, consent, waiver request or other action in writing delivered given to the Collateral Trustee shall be deemed to have been delivered given to each such of the 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 trustee. (H) Any moneys, papers, securities or other items collateral trustee shall refer to this Agreement and the conditions of personal property received by any such this Section 5.15. Each co-collateral 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 collateral trustee, it or he or she upon its acceptance of the trusts conferred, shall be vested with such title to the trust estate estates or any part thereof, and with such rights, powers, duties or obligations, as shall be property specified in the its instrument of appointment appointment, either jointly with the Collateral Trustee (except insofar or separately, as local law makes it necessary for any such co-trustee or separate trustee to act alone) may be provided therein, subject to all the terms provisions of this IndentureAgreement, specifically including every provision of this Agreeemnt relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Collateral Trustee. Every such acceptance instrument shall be filed with the Collateral Trustee. . (d) Any co-collateral trustee or separate collateral trustee may, may at any time by an instrument in writing, constitute the Collateral Trustee, its agent or his attorney-in-fact and agent, with full power and authority authority, to the extent not prohibited by law, to do all acts any lawful act under or in respect of this Agreement and things and to exercise all discretion the Security Documents on its or his behalf and in its or his name. In case If any co-collateral trustee or separate collateral trustee shall die, become incapable of acting, resign or be removed, the title to the trust estateall of its estates, and all properties, rights, powers, trusts, duties remedies and obligations of said co-trustee or separate trustee shall, so far as permitted by law, trusts shall vest in and be exercised by the Trustee unless and until Collateral Trustee, to the extent permitted by law, without the appointment of a new or successor co-collateral trustee or separate trustee shall be appointed in the manner herein providedcollateral trustee.

Co-Trustee. (a) At any time or times, for the purpose of (a) meeting any the legal requirements of any state jurisdiction in which any part of the Trustee determines it necessary to take any action Trust Fund hereunder or (b) establishing may at the eligibility of any Financed Student Loans for receipt of federal payments with respect theretotime be located, the Trustee shall have power to appoint, and, upon the request of the Trustee or of the Holders of at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or (if no Senior Notes or Subordinate Notes are Outstanding) of any Other Beneficiary, the Corporation shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons persons approved by the Trustee Company either to act as co-trustee or co-trustees, jointly with the Trustee Trustee, of all or any part of the trust estateTrust Fund hereunder, or to act as separate a separateco-trustee or separate trustees of all or any property constituting part thereof, in either case with such powers as may be provided in the instrument of the trust estateappointment, and to vest in such person or personspersons in the capacity as aforesaid, in such capacityany property, such title to the trust estate title, right or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider power deemed necessary or desirable, subject to the remaining provisions of this Section 7.12. No 6.7. (b) Every separate trustee or co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereof. If the Corporation shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. The Corporation shall execute, acknowledge and deliver all such instruments as may be required by any such co-trustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law law, but to such extent only, be appointed subject to the following terms, namely: (Ai) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee. (B) All rights, powers, trusts, duties and obligations hereby conferred or imposed upon the trustees Trustee shall be conferred or imposed upon and exercised or performed by the Trustee, or by apply to the Trustee and such separate or co-trustee or co-trustees or separate trustee or separate trustees jointly, as shall be provided in the instrument appointing such co-separate trustee or co-trustees or separate trustee or separate trusteestrustee, except to the extent that, under the 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 act or acts rights, powers, duties and obligations shall be exercised and performed by such co-separate 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. (Eii) The Trustee at any time, by any an instrument in writingwriting executed by it, may accept the resignation of or remove any separate trustee or co-trustee or separate trustee appointed under this Section 7.126.7. Upon the request of the Trustee, the Corporation shall join with the Trustee A successor to any separate trustee or co-trustee so resigned or removed may be appointed in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removalmanner provided in this Section 6.7. (Fiii) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (Giv) Any demand, request, direction, appointment, removal, notice, consent, waiver No power given hereby to any such separate trustee or other action in writing delivered to the Trustee co- trustee shall be deemed to have been delivered to each separately exercised hereunder by such separate trustee or co-trustee or separate trusteeexcept with the consent in writing of the Trustee, anything here in contained to the contrary notwithstanding. (Hc) Any moneys, 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 separate trustee or co-trustee or separate trustee, it or he or she shall be vested with such title to the trust estate estates or any part thereof, and with such rights, powers, duties or obligations, as shall be property 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 IndentureTrust Agreement. Every such acceptance shall be filed with the TrusteeCompany. Any co-separate trustee or separate co- trustee may, at any time by an instrument in writing, constitute the Trustee, Trustee its or his agent and attorney-in-fact and agentfact, 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 shall die, become incapable of acting, resign or be removed, the title to the trust estate, and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed in the manner herein provided.Section 6.8

Co-Trustee. At (a) Notwithstanding any other provisions of this Indenture, at any time or times, and including for the purpose of (a) meeting any legal requirements requirement of any state jurisdiction (including any jurisdiction in which any part of the Trustee determines it necessary to take any action hereunder or (b) establishing Collateral may at the eligibility of any Financed Student Loans for receipt of federal payments with respect theretotime be located), the Trustee shall have the power to appoint, and, upon the request of the Trustee or of the Holders of at least twenty-five percent (25%) in aggregate Principal Amount of Notes Outstanding or (if no Senior Notes or Subordinate Notes are Outstanding) of any Other Beneficiary, the Corporation shall for such purpose join with the Trustee in the execution, delivery and performance of may execute and deliver all instruments and agreements necessary or proper to appoint for the appointment of one or more Persons approved by the Trustee either to act as a co-trustee or co-trustees, jointly or separate trustee or separate trustees (including with the Trustee of respect to all or any part of the trust estate, or to act as separate trustee or separate trustees of all or any part of the trust estateCollateral), and to vest in such person Person or personsPersons, in such capacitycapacity and for the benefit of the Holders, subject to the other provisions of this Section, such title to the trust estate or any part thereof, and such rights, powers, duties, obligations, rights and trusts or obligations as the Trustee may consider necessary or desirable, subject desirable (including title to the remaining provisions of this Section 7.12Collateral, or any part thereof). No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee trustee under Section 7.13 7.10 hereof and no notice to Noteholders Holders of the appointment of any co-trustee is or separate trustee shall be required under Section 7.8 7.08 hereof. If the Corporation shall not have joined in such appointment within fifteen . (15b) days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred Every separate trustee 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 onlylaw, be appointed and act subject to the following terms, namelyprovisions and conditions: (A1) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee. (B) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees Trustee shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such co-separate trustee or co-trustees or trustee jointly (it being understood that such 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 trusteesis not authorized to act separately without the Trustee joining in such act), except to the extent that, that under the any law of any jurisdiction in which any particular act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act rights, powers, duties and obligations (including the holding of title to the Collateral or acts any portion thereof in any such jurisdiction) shall be exercised and performed singly by such co-separate trustee or co-trustees or separate trustee or separate trustees.trustee, but solely at the direction of the Trustee; (C2) Any request in writing by the Trustee shall not have any responsibility for or be personally liable relating to such appointment or by reason of any act or omission of 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 hereunder. No 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 resignation or removal. (F) No trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, 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. (Gc) Any demand, request, direction, appointment, removal, notice, consent, waiver request or other action in writing delivered given to the Trustee shall be deemed to have been delivered given to each such 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 or shall refer to this Indenture and the conditions of this Article 7. Each separate trustee. (H) Any moneys, papers, securities or other items of personal property received by any such trustee and 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 upon its acceptance of the trusts conferred, shall be vested with such title to the trust estate estates or any part thereof, and with such rights, powers, duties or obligations, as shall be property specified in the its instrument of appointment appointment, either jointly with the Trustee (except insofar or separately, as local law makes it necessary for any such co-trustee or separate trustee to act alone) may be provided therein, subject to all the terms provisions of this Indenture, specifically including every provision of this Indenture relating to the 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 acceptance instrument shall be filed with the Trustee. . (d) Any separate trustee or co-trustee or separate trustee may, may at any time by an instrument in writing, constitute the Trustee, Trustee its agent or his attorney-in-fact and agent, with full power and authority authority, to the extent not prohibited by law, to do all acts and things and to exercise all discretion any lawful act under or in respect of this Indenture on its or his behalf and in its or his name. In case If any separate trustee or co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the trust estateall of his, and all her or its estates, properties, rights, powers, trusts, duties remedies and obligations of said co-trustee or separate trustee shall, so far as permitted by law, trusts shall vest in and be exercised by the Trustee unless and until Trustee, to the extent permitted by law, without appointment of a new or successor co-trustee or separate trustee shall be appointed in the manner herein providedtrustee.

Co-Trustee. At (a) If at any time or times, for the purpose of (a) meeting times it shall be necessary or prudent in order to conform to any legal requirements law of any state jurisdiction in which any of the Trustee determines it necessary to take any action hereunder Collateral shall be located, or (b) establishing the eligibility of any Financed Student Loans for receipt of federal payments with respect thereto, the Trustee shall have power be advised by counsel satisfactory to appoint, and, upon it that it is necessary or prudent in the request interest of the Trustee Holders, or of the Holders of at least twenty-five percent (25%) % in aggregate Principal Amount principal amount of the outstanding Notes Outstanding shall in writing so request the Trustee and the Company, or (if no Senior Notes or Subordinate Notes are Outstanding) the Trustee shall deem it desirable for its own protection in the performance of any Other Beneficiaryits duties hereunder, the Corporation Trustee, the Company and the Guarantors shall for such purpose join with the Trustee in the execution, delivery execute and performance of deliver all instruments and agreements necessary or proper to appoint constitute another bank or trust company, or one or more Persons persons approved by the Trustee and the Company, either to act as co-trustee or co-trusteestrustees (each a "co-trustee") of all or any of the Collateral, jointly with the Trustee of all or any part of the trust estateTrustee, or to act as separate trustee or separate trustees of all or any part of the trust estate, and to vest in such person or persons, in such capacity, such title to the trust estate or any part thereof, and such rights, powers, duties, trusts or obligations as the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section 7.12. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 7.13 hereof and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 7.8 hereofproperty. If the Corporation Company or the Guarantors shall not have joined in the execution of such appointment instruments and agreements within fifteen (15) 10 days after the receipt by it of Company receives a written request so from the Trustee to dodo so, or in case if an Event of Default shall have has occurred and be is continuing, the Trustee alone shall have power to make such appointmentmay act under the foregoing provisions of this Section 7.12 without the concurrence of the Company or any Guarantor. The Corporation shall execute, acknowledge Company and deliver all each of the Guarantors each hereby appoint the Trustee as its agent and attorney to act for it under the foregoing provisions of this Section 7.12 in either of such instruments as may be required by any such contingencies. (b) Every separate trustee and every co-trustee or separate trustee. Every co-trustee or separate trustee , other than any successor Trustee appointed pursuant to Section 7.09 hereof, shall, to the extent permitted by law but to such extent onlylaw, be appointed and act and be such, subject to the following terms, namelyprovisions and conditions: (Ai) The Notes shall be authenticated and delivered, and all rights, powers, trusts, duties and obligations by this Indenture conferred upon the Trustee in respect of the custody, control and management of moneys, papers, securities and other personal property shall be exercised solely by the Trustee. (B) All rights, powers, trusts, duties and obligations conferred or imposed upon the trustees Trustee hereunder shall be conferred or imposed upon and exercised or performed by the Trustee, or by the Trustee and such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that, that under the any law of any jurisdiction in which any particular act or acts are to be performed, performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts rights, powers, duties and obligations shall be exercised and performed singly by such separate trustee or separate trustees or co-trustee or co-trustees or separate trustee or separate trustees. (C) Any request in writing by , but solely at 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 direction 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 resignation or removal.; (Fii) No no trustee or co-trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (G) Any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee.hereunder; and (Hiii) Any moneysthe Company, 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 Guarantors and 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 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 writingwriting executed by them jointly, constitute may accept the Trustee, its resignation of 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 remove any such separate trustee or his behalf and in its or his name. In case any co-trustee or and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Company or the Guarantors shall dienot have joined in the execution of any such instrument within 10 days after the Company receives a written request from the Trustee to do so, become incapable or if an Event of acting, resign or be removedDefault has occurred and is continuing, the title Trustee shall have the power to accept the trust estate, and all rights, powers, trusts, duties and obligations resignation of said or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Company or any Guarantor, the Company and each of the Guarantors each 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 shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor or co-trustee 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 in by the manner herein providedCompany, the Guarantors and the Trustee, or by the Trustee alone pursuant to this Section 7.12.