Common use of Co-trustees and Separate Indenture Trustees Clause in Contracts

Co-trustees and Separate Indenture Trustees. (a) At any time or times, if Issuer, Indenture Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any jurisdiction in which any of Trust Estate may at the time be located, Issuer and Indenture Trustee shall have power to appoint, and, upon the written request of Indenture Trustee or the Holders of Notes evidencing at least a majority of the then Outstanding Principal Amount of the Notes, Issuer shall for such purpose join with Indenture Trustee in the execution, delivery, and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by Indenture Trustee either to act as co-trustee, jointly with Indenture Trustee, of all or any part of such Trust Estate, or to act as separate trustee of any such property, 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 aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, Indenture Trustee, or the Holders of Notes evidencing a majority of the then Outstanding Principal Amount of the Notes, alone shall have power to make such appointment. (b) Should any written instrument from Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by Issuer. (c) 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: (i) The Notes shall be authenticated and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, Indenture Trustee hereunder, shall be exercised, solely by Indenture Trustee. (ii) The rights, powers, duties, and obligations hereby conferred or imposed upon Indenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Indenture Trustee or by Indenture Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, under any law of any jurisdiction in which any particular act is to be performed, Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. (iii) Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of Issuer evidenced by a Trust Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of Issuer. Upon the written request of Indenture Trustee, Issuer shall join with Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (iv) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of Indenture Trustee or any other such trustee hereunder and Indenture Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by Indenture Trustee with due care or appointed in accordance with directions to Indenture Trustee pursuant to Section 6.12. (v) Any Act of Noteholders delivered to Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-trustees and Separate Indenture Trustees. (a) At any time or times, if Issuer, Indenture Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of the TIA or of any jurisdiction in which any of the Trust Estate may at the time be located, the Issuer and the Indenture Trustee shall have power to appoint, and, upon the written request of the Indenture Trustee or of the Holders of Notes evidencing at least a majority entitled to more than 50% of the then Outstanding Principal Amount aggregate Voting Rights of all Classes voting together as a single class, the Notes, Issuer shall for such purpose join with the Indenture Trustee in the execution, delivery, delivery and performance of all instruments and agreements necessary or proper to appoint appoint, one or more Persons approved by the Rating Agencies and the Indenture Trustee either to act as co-trustee, jointly with the Indenture Trustee, of all or any part of such the Trust Estate, or to act as separate trustee of any such property, 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 aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Indenture Trustee, or the Holders of Notes evidencing a majority of the then Outstanding Principal Amount of the Notes, Trustee alone shall have power to make such appointment. (b) . Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, right or power, any and all such instruments instrument shall, on request, be executed, acknowledged and delivered by the Issuer. (c) . 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: (i1) The Notes shall be authenticated and delivered and all rights, powers, duties, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised, solely by the Indenture Trustee. (ii2) The rights, powers, duties, duties and obligations hereby conferred or imposed upon the Indenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Indenture Trustee or by the Indenture Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, that under any law of any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. (iii3) The Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Trust an Issuer Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Issuer. Upon the written request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (iv4) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Indenture Trustee Trustee, or any other such trustee hereunder hereunder, and the Indenture Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by Indenture Trustee with due care or appointed in accordance with directions to Indenture Trustee pursuant to Section 6.12hereunder. (v5) Any Act of Noteholders delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-trustees and Separate Indenture Trustees. (a) At any time or times, if Issuer, Indenture Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any jurisdiction in which any of Trust Estate the Mortgaged Property may at the time be located, Issuer and the Indenture Trustee upon the direction of the holders of not less than 64% in the aggregate principal amount of the Notes shall have power to appoint, and, upon and the written request of Indenture Trustee or the Holders of Notes evidencing at least a majority of the then Outstanding Principal Amount of the Notes, Issuer shall for such purpose join with the Indenture Trustee in the execution, delivery, delivery and performance of all instruments and agreements necessary or proper to appoint appoint, one or more Persons approved by the Indenture Trustee and the holders of 64% in the aggregate principal amount of the Notes than outstanding either to act as co-trustee, jointly with the Indenture Trustee, of all or any part of such Trust EstateMortgaged Property, or to act as separate trustee of any such propertyProperty, 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 aforesaid, any propertyProperty, title, right or power deemed necessary or desirable, subject to the other provisions of this Sectionss11.11. If Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, Indenture Trustee, or the Holders of Notes evidencing a majority of the then Outstanding Principal Amount of the Notes, alone shall have power to make such appointment. (b) 105 Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such propertyProperty, title, right, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. (c) . 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: (ia) The the Notes shall be authenticated and delivered and all rights, powers, duties, duties and obligations hereunder in respect of the custody of securities, cash and other personal property Property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised, exercised solely by the Indenture Trustee.; (iib) The the rights, powers, duties, duties and obligations hereby conferred or imposed upon the Indenture Trustee in respect of any property Property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Indenture Trustee or by the Indenture Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, that under any law of any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee.; (iiic) the Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of Issuer evidenced by a Trust Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of Issuer. Upon the written request of Indenture Trustee, Issuer shall join with Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Sectionss11. (iv) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of Indenture Trustee or any other such trustee hereunder and Indenture Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by Indenture Trustee with due care or appointed in accordance with directions to Indenture Trustee pursuant to Section 6.12. (v) Any Act of Noteholders delivered to Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-trustees and Separate Indenture Trustees. (a) At any time or times, if Issuer, Indenture Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any jurisdiction in which any of the Trust Estate may at the time be located, the Issuer and the Indenture Trustee shall have power to appoint, with the prior written consent of the Majority Holders (and, upon the written request of the Indenture Trustee or Trustee, the Holders of Notes evidencing at least a majority of the then Outstanding Principal Amount of the Notes, Issuer shall for such purpose join with the Indenture Trustee in the execution, delivery, delivery and performance of all instruments and agreements necessary or proper to appoint appoint) one or more Persons approved by the Indenture Trustee either to act as co-trustee, jointly with the Indenture Trustee, of all or any part of such the Trust Estate, or to act as separate trustee of any such property, 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 aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this SectionSection 7.13. If the Issuer does not join in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Indenture Trustee, or Trustee alone with the Holders of Notes evidencing a majority prior written consent of the then Outstanding Principal Amount of the Notes, alone Majority Holders shall have power to make such appointment. (b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. (c) 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: (i) The Notes shall be authenticated and delivered and all rights, powers, duties, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised, exercised solely by the Indenture Trustee. (ii) The rights, powers, duties, duties and obligations hereby conferred or imposed upon the Indenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Indenture Trustee or by the Indenture Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, that under any law of any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed solely by such co-trustee or separate trustee. (iii) The Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Trust an Issuer Order, may accept the resignation of of, or remove remove, any co-trustee or separate trustee appointed under this SectionSection 7.13, and, in case an Event of Default has occurred and is continuing, the Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Issuer. Upon the written request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this SectionSection 7.13. (iv) No co-trustee or separate trustee hereunder shall be personally financially or otherwise liable by reason of any act or omission of the Indenture Trustee Trustee, or any other such trustee hereunder hereunder, and the Indenture Trustee shall not be personally financially or otherwise liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by Indenture Trustee with due care or appointed in accordance with directions to Indenture Trustee pursuant to Section 6.12hereunder. (v) Any Act of Noteholders delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-trustees and Separate Indenture Trustees. (a) At any time or times, if Issuer, Indenture Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any jurisdiction in which any of the Trust Estate may at the time be located, the Issuer and the Indenture Trustee shall have power to appointappoint one or more Persons to act as co-trustee, andjointly with the Indenture Trustee, upon the written request of Indenture Trustee all or the Holders of Notes evidencing at least a majority any part of the then Outstanding Principal Amount of the Notes, Trust Estate. (b) The Issuer shall for such purpose join with the Indenture Trustee in the execution, delivery, delivery and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by Indenture Trustee either to act as such co-trustee, jointly with Indenture Trustee, of all or any part of such Trust Estate, or to act as separate trustee of any such property, 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 aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to dodo so, or in case an Event of Default has occurred and is continuing, the Indenture Trustee, or the Holders of Notes evidencing a majority of the then Outstanding Principal Amount of the Notes, Trustee alone shall have power to make such appointment. All fees and expenses of any co-trustee or separate trustee shall be payable by the Issuer. (bc) Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. (cd) 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: (i) The Notes Bonds shall be authenticated and delivered and all rights, powers, duties, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised, solely by the Indenture Trustee. (ii) The rights, powers, duties, duties and obligations hereby conferred or imposed upon the Indenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Indenture Trustee or by the Indenture Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, that under any law of any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. (iii) The Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Trust an Issuer Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Issuer. Upon the written request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (iv) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of Indenture Trustee or any other such trustee hereunder and Indenture Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by Indenture Trustee with due care or appointed in accordance with directions to Indenture Trustee pursuant to Section 6.12. (v) Any Act of Noteholders delivered to Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.successor

Co-trustees and Separate Indenture Trustees. (a) At any time or times, if Issuer, Indenture Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any jurisdiction in which any of the Trust Estate may at the time be located, the Issuer and the Indenture Trustee shall have power to appoint, and, upon the written request of the Indenture Trustee or Trustee, the Holders holders of Notes evidencing at least a majority more than [50%] of Voting Rights, the then Outstanding Principal Amount of the Notes, Issuer shall for such purpose join with the Indenture Trustee in the execution, delivery, and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Indenture Trustee either to act as co-trustee, jointly with the Indenture Trustee, of all or any part of such Trust Estate, or to act as separate trustee of any such property, 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 aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Issuer does not join in such appointment within 15 [15] days after the receipt by it of a request so to do, or in case an Indenture Event of Default has occurred and is continuing, the Indenture Trustee, or the Holders of Notes evidencing a majority of the then Outstanding Principal Amount of the Notes, Trustee alone shall have power to make such appointment. (b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. (c) 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: (i) The Notes shall be authenticated and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised, exercised solely by the Indenture Trustee. (ii) The rights, powers, duties, and obligations hereby conferred or imposed upon the Indenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Indenture Trustee or by the Indenture Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, under any law of any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. (iii) The Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Trust an Issuer Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Indenture Event of Default has occurred and is continuing, the Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Issuer. Upon the written request of the Indenture Trustee, the Issuer shall join with Indenture the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (iv) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Indenture Trustee or any other such trustee hereunder and the Indenture Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected and supervised by the Indenture Trustee with due care or appointed in accordance with directions to the Indenture Trustee pursuant to Section 6.12. (v) Any Act of Noteholders delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-trustees and Separate Indenture Trustees. (a) At any time or times, if Issuer, Indenture Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any jurisdiction in which any of the Trust Estate may at the time be located, the Issuer and the Indenture Trustee shall have power to appoint, and, upon the written request of the Indenture Trustee or Trustee, the Holders holders of Notes evidencing at least a majority more than [__%] of Voting Rights, the then Outstanding Principal Amount of the Notes, Issuer shall for such purpose join with the Indenture Trustee in the execution, delivery, and performance of all instruments and agreements necessary or proper to appoint one or more Persons approved by the Indenture Trustee either to act as co-trustee, jointly with the Indenture Trustee, of all or any part of such Trust Estate, or to act as separate trustee of any such property, 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 aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Issuer does not join in such appointment within 15 [__] days after the receipt by it of a request so to do, or in case an Indenture Event of Default has occurred and is continuing, the Indenture Trustee, or the Holders of Notes evidencing a majority of the then Outstanding Principal Amount of the Notes, Trustee alone shall have power to make such appointment. (b) Should any written instrument from the Issuer be required by any co-co- trustee or separate trustee so appointed for more fully confirming to such co-co- trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. (c) 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: (i) The Notes shall be authenticated and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised, exercised solely by the Indenture Trustee. (ii) The rights, powers, duties, and obligations hereby conferred or imposed upon the Indenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Indenture Trustee or by the Indenture Trustee and such co-co- trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, under any law of any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. (iii) The Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Trust an Issuer Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Indenture Event of Default has occurred and is continuing, the Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Issuer. Upon the written request of the Indenture Trustee, the Issuer shall join with Indenture the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section. (iv) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Indenture Trustee or any other such trustee hereunder and the Indenture Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder 66 selected and supervised by the Indenture Trustee with due care or appointed in accordance with directions to the Indenture Trustee pursuant to Section 6.12. (v) Any Act of Noteholders delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-trustees and Separate Indenture Trustees. (a) At any time or times, if Issuer, Indenture Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, Issuer for enforcement actions, and where a conflict of interest exists, the Indenture Trustee shall have power to appoint, appoint and, upon the written request of the Indenture Trustee or Trustee, the Holders of Notes evidencing at least a majority of the then Outstanding Principal Amount of the Notes, Issuer shall for such purpose join with the Indenture Trustee in the execution, delivery, delivery and performance of all instruments and agreements necessary or proper to appoint appoint, one or more Persons that are approved by the Indenture Trustee either to act as co-trustee, jointly with the Indenture Trustee, of all or any such part of such the Trust Estate, or to act as separate trustee of any such property, 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 aforesaid, any property, title, right or power of the Indenture Trustee deemed necessary or desirable, in all respects subject to the other provisions of this SectionSection 7.13. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Indenture Trustee, or the Holders of Notes evidencing a majority of the then Outstanding Principal Amount of the Notes, Trustee alone shall have power to make such appointment. No notice to the Noteholders of the appointment of any co-trustee or separate trustee shall be required under this Indenture. Notice of any such appointments shall be promptly given to the Rating Agency by the Indenture Trustee. (b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. (c) 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: (i) The Notes shall be authenticated and delivered and all rights, powers, duties, duties and obligations hereunder in with respect of to the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised, exercised solely by the Indenture Trustee. (ii) The rights, powers, duties, duties and obligations hereby conferred or imposed upon the Indenture Trustee in with respect of to any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Indenture Trustee or by the Indenture Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, that under any law of any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed solely by such co-trustee or separate trustee. (iii) The Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of Issuer evidenced by a Trust Order, may accept the resignation of of, or remove remove, any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of IssuerSection 7.13. Upon the written request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this SectionSection 7.13. (iv) No co-trustee or separate trustee appointed in accordance with this Section 7.13 hereunder shall be personally financially or otherwise liable by reason of any act or omission of the Indenture Trustee Trustee, or any other such trustee hereunder hereunder, and the Indenture Trustee shall not be personally financially or otherwise liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by Indenture Trustee with due care or appointed in accordance with directions to Indenture Trustee pursuant to Section 6.12hereunder. (v) Any Act of Noteholders notice, request or other writing delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee. (vi) Any separate trustee or co-trustee may, at any time, constitute the Indenture 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 with respect to this Indenture on its behalf and in its name. The Indenture Trustee shall not be responsible for any action or inaction of any such separate trustee or co-trustee appointed in accordance with this Section 7.13. The Indenture Trustee shall not have any responsibility or liability relating to the appointment of any separate or co-trustee. Any such separate or co-trustee shall not be deemed to be an agent of the Indenture Trustee. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estate, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Co-trustees and Separate Indenture Trustees. (a) At any time or times, if Issuer, Indenture Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, Issuer for enforcement actions, and where a conflict of interest exists, the Indenture Trustee shall have power to appoint, appoint and, upon the written request of the Indenture Trustee or Trustee, the Holders of Notes evidencing at least a majority of the then Outstanding Principal Amount of the Notes, Issuer shall for such purpose join with the Indenture Trustee in the execution, delivery, delivery and performance of all instruments and agreements necessary or proper to appoint appoint, one or more Persons that are approved by the Indenture Trustee either to act as co-trustee, jointly with the Indenture Trustee, of all or any such part of such the Trust Estate, or to act as separate trustee of any such property, 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 aforesaid, any property, title, right or power of the Indenture Trustee deemed necessary or desirable, in all respects subject to the other provisions of this SectionSection 7.13. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Indenture Trustee, or the Holders of Notes evidencing a majority of the then Outstanding Principal Amount of the Notes, Trustee alone shall have power to make such appointment. No notice to the Noteholders of the appointment of any co-trustee or separate trustee shall be required under this Indenture. Notice of any such appointments shall be promptly given to the Rating Agency by the Indenture Trustee. (b) Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer. (c) 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: (i) The Notes shall be authenticated and delivered and all rights, powers, duties, duties and obligations hereunder in with respect of to the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Indenture Trustee hereunder, shall be exercised, exercised solely by the Indenture Trustee.. KL2 3395391.6 (ii) The rights, powers, duties, duties and obligations hereby conferred or imposed upon the Indenture Trustee in with respect of to any property covered by such appointment shall be conferred or imposed upon and exercised or performed by Indenture Trustee or by the Indenture Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that, that under any law of any jurisdiction in which any particular act is to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed solely by such co-trustee or separate trustee. (iii) The Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of Issuer evidenced by a Trust Order, may accept the resignation of of, or remove remove, any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, Indenture Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of IssuerSection 7.13. Upon the written request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this SectionSection 7.13. (iv) No co-trustee or separate trustee appointed in accordance with this Section 7.13 hereunder shall be personally financially or otherwise liable by reason of any act or omission of the Indenture Trustee Trustee, or any other such trustee hereunder hereunder, and the Indenture Trustee shall not be personally financially or otherwise liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder selected by Indenture Trustee with due care or appointed in accordance with directions to Indenture Trustee pursuant to Section 6.12hereunder. (v) Any Act of Noteholders notice, request or other writing delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee. (vi) Any separate trustee or co-trustee may, at any time, constitute the Indenture 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 with respect to this Indenture on its behalf and in its name. The Indenture Trustee shall not be responsible for any action or inaction of any such separate trustee or co-trustee appointed in accordance with this Section 7.13. The Indenture Trustee shall not have any responsibility or liability relating to the appointment of any separate or co-trustee. Any such separate or co-trustee shall not be deemed to be an agent of the Indenture Trustee. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estate, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.