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

Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Notes then outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee, 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 Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm 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 Company. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions: (a) the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of Notes, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the 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 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; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery 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; and (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder. Any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written request of Whenever the Trustee or all --------------------------------- Certificate Holders shall deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Holders of at least 33% in principal amount Trust Estate shall be situated or to make any claim or bring any suit with respect to the Trust Estate, the Securities or any Operative Agreement, or the Trustee or each of the Notes then outstandingCertificate Holders shall be advised by counsel satisfactory to it that it is so necessary or prudent, the Company Trustee and each of the Certificate Holders shall for such purpose join with the Trustee in the execution execute and delivery of deliver an agreement supplemental hereto and all other instruments and agreements agreements, and shall take all other action, necessary or proper to appoint, appoint one or more Persons approved by (and the Trustee may appoint one or more of its officers) either to act as co-trustee, trustee or co-trustees jointly with the TrusteeTrustee of all or any part of the Trust Estate, or to act as separate trustee, in either case with such powers as may be provided in trustee or separate trustees of all or any part of the instrument of appointmentTrust Estate, and to vest in such Person or Persons, in such capacity, such title to the capacity aforesaid, Trust Estate or any property, title, right part thereof and such rights or power deemed duties as may be necessary or desirable, subject all for such period and under such terms and conditions as are satisfactory to the other provisions of this SectionTrustee and the Certificate Holders. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by In case any co-trustee or separate trustee so appointed shall die, become incapable of acting, resign or be removed, the title to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any the Trust Estate and all rights and duties of such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent so far as permitted by law, but to such extent only, be appointed subject to the following conditions: (a) the Notes shall be authenticated vest in and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of Notes, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; (b) , without the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect appointment of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing a successor to 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 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; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery 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; and (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder. Any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. (a) At any time or times, if the Company, the Trustee or any Noteholder determines that it is necessary for the purpose of meeting the legal requirements of any applicable jurisdictionjurisdiction in which any of the Trust Estate may at the time be located, the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or the holders of a majority of the Holders of at least 33% in principal amount then Outstanding Principal Amount of the Notes then outstandingNotes, the Company shall for such purpose join with the Trustee in the execution execution, delivery, and delivery performance of all instruments and agreements necessary or proper to appoint, appoint one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, of all or any part of such Trust Estate, or to act as separate trusteetrustee 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, 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 Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if in case an Event of Default shall have has occurred and be is continuing, the Trustee Trustee, or the holders of a majority of the then Outstanding Principal Amount of the Notes, alone shall have power to make such appointment. . (b) Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to for more fully confirm 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 Company. . (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 conditionsterms: (ai) the The Notes shall be authenticated and delivered, delivered and all rights, powers, duties duties, and obligations hereunder in respect of the custody of Notessecurities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solelyexercised, solely by the Trustee;. (bii) the The rights, powers, duties duties, and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the 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 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;. (ciii) the The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyCompany evidenced by a Company Order, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if in case an Event of Default shall have has occurred and be is continuing, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution execution, delivery and delivery 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; and. (div) no No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, Trustee or any other such trustee hereunder. hereunder and the 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 the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.12. (v) Any Act of Holders Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. At Unless an Event of Default shall have occurred and be continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any applicable jurisdictionjurisdiction in which any part of the Trust Property may at the time be located, the Company Holder of the Common Securities and the Trustee Administrative Trustees, by agreed action of the majority of such Trustees, shall have power to appoint, and, and upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Notes then outstandingAdministrative Trustees, the Company Depositor shall for such purpose join with the Trustee Administrative Trustees in the execution execution, delivery, and delivery performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Property Trustee either to act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to act as separate trusteetrustee 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, 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 Company Depositor does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an in case a Debenture Event of Default shall have has occurred and be is continuing, the Trustee Administrative Trustees alone shall have power to make such appointment. Any co-trustee or separate trustee appointed pursuant to this Section shall satisfy the requirements of Section 8.07. Should any written instrument or instruments from the Company Depositor be required by any co-trustee or separate trustee so appointed to for more fully confirm 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 acknowledged, and delivered by the CompanyDepositor. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditionsterms, namely: (a1) the Notes The Trust Securities shall be authenticated executed and delivered, delivered and all rights, powers, duties duties, and obligations hereunder in respect of the custody of Notessecurities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee Trustees specified hereunder, shall be exercised solelyexercised, solely by the Trustee;such Trustees. (b2) the The rights, powers, duties duties, and obligations hereby conferred or imposed upon the Property Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Property Trustee or by the Property 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 Property Trustee shall be incompetent or unqualified to perform such actAct, in which event such rights, powers, duties duties, and obligations shall be exercised and performed by such co-trustee or separate trustee;. (c3) the The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the CompanyDepositor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if in case an Event of Default shall have under the Subordinated Indenture has occurred and be continuingis con- tinuing, the Property Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee without the concurrence of the CompanyDepositor. Upon the written request of the Property Trustee, the Company Depositor shall join with the Property Trustee in the execution execution, delivery, and delivery 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; and. (d4) no No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Property Trustee, or any other such trustee hereunder. . (5) The Property Trustee shall not be liable by reason of any act of a co-trustee or separate trustee. (6) Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee. Upon receipt of such Act of Holders, the Property Trustee shall promptly deliver a copy thereof to each such co- trustee and separate trustee.

Co-Trustees and Separate Trustees. At any time or times, at the expense of the Corporation and for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company Corporation and the Debenture Trustee shall have power to appoint, and, upon the written request of the Debenture Trustee or of the Holders holders of at least 3325% in principal amount of the Notes Securities then outstanding, the Company Corporation shall for such purpose join with the Debenture Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either Debenture Trustee, or to act as co-separate trustee, jointly with the Debenture Trustee, or to act as separate trustee, 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 Company Corporation does not join in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Debenture Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company Corporation be required by any co-trustee or separate trustee so appointed to more fully confirm 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 CompanyCorporation. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions: (a) the Notes Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of Notessecurities, cash and other personal property held by, or required to be deposited or pledged with, the Debenture Trustee hereunder, shall be exercised solely, by the Debenture Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Debenture Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Debenture Trustee or by the Debenture 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 Debenture 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; (c) the Debenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyCorporation, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Debenture Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee without the concurrence of the CompanyCorporation. Upon the written request of the Debenture Trustee, the Company Corporation shall join with the Debenture Trustee in the execution and delivery of all instruments and agreements 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; and; (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Debenture Trustee, or any other such trustee hereunder. Any Act ; and (e) any notice from the holders of Holders Securities delivered to the Debenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. (a) At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdictionjurisdiction in which any of the Collateral may at the time be located, the Company Issuers and the Trustee shall have the power to appoint, and, upon the written request of the Trustee or of the Holders of at least 3325% in principal amount of the Notes then outstanding, the Company Issuers shall for such purpose join with the Trustee in the execution execution, delivery and delivery 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, jointly with the Trustee, of all or any part of the Collateral, or to act as separate trusteetrustees 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, 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 Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred The Issuers and be continuing, the Trustee alone shall have power hereby appoint The Bank of New York Trust Company, N.A. to make such appointment. act co-Trustee with respect to the Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents made by Great Manufacturing, LLC, as Grantor, to The Bank of New York Trust Company, N.A., as Grantee dated March 16, 2004. (b) Should any written instrument or instruments from the Company Issuers be required by any co-trustee or separate trustee so appointed to for more fully confirm 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 Company. Issuers. (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 conditionsterms, namely: (ai) the The Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of Notessecurities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee;. (bii) the The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointlytrustee, 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 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;. (ciii) the The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyIssuers evidenced by a Board Resolution, may accept the resignation of or remove any co-trustee or separate trustee appointed under this SectionSection 7.13, and, if in case an Event of Default shall have has occurred and be is continuing, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee without the concurrence of the CompanyIssuers. Upon the written request of the Trustee, the Company Issuers shall join with the Trustee in the execution execution, delivery and delivery 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; andSection 7.13. (div) no No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, Trustee or any other such trustee hereunder. . (v) Any Act act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and or separate trustee.

Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of the TIA or of any applicable jurisdictionjurisdiction in which any of a Trust Estate may at the time be located, or the requirements of the Series Supplement with respect to any Series of Bonds, the Company Issuer and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33Bonds representing more than 50% in principal amount of the Notes then outstandingAggregate Current Principal Amount of the Outstanding Bonds of the Series or Class, as the case may be, secured by the Trust Estate with respect to which a co-trustee or separate trustee is being appointed, the Company Issuer shall for such purpose join with the Trustee in the execution execution, delivery and delivery 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, jointly with the Trustee, of all or any part of such Trust Estate, or to act as separate trusteetrustee 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, 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 Company Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or if in case an Event of Default shall have has occurred and be is continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company Issuer be required by any co-trustee or separate trustee so appointed to for more fully confirm 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 CompanyIssuer. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditionsterms: (a1) the Notes The Bonds shall be authenticated and delivered, delivered and all rights, powers, duties and obligations hereunder in respect of the custody of Notessecurities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solelyexercised, solely by the Trustee;. (b2) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the 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 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; (c) the The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyIssuer evidenced by a Board Resolution, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if in case an Event of Default shall have has occurred and be is continuing, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee without the concurrence of the CompanyIssuer. Upon the written request of the Trustee, the Company Issuer shall join with the Trustee in the execution execution, delivery and delivery 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; andor (d3) no No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder. , and the Trustee shall not be personally liable by reason of any act or omission of any co-trustee or other such separate trustee hereunder. (4) Any Act of Holders Bondholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdictionjurisdiction in which any of the Trust Estate may at the time be located, the Company Issuer and the Trustee shall have power to appoint, and, upon the written request of the Trustee Trustee, or of the Holders of Notes representing at least 3325% in of the aggregate principal amount of the Notes then outstandingOutstanding Notes, the Company Issuer shall for such purpose join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee 49 Trustee, either to act as co-trusteeTrustee, jointly with the TrusteeTrustee of all or any part of such Trust Estate, or to act as separate trusteeTrustee 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, persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this SectionSection 7.12. If the Company Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or if in case an Event of Default shall have has occurred and be is continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company Issuer be reasonably required by any co-trustee Trustee or separate trustee Trustee so appointed to for more fully confirm confirming to such co-trustee Trustee or separate trustee Trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the CompanyIssuer. Every co-trustee Trustee or separate trustee Trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditionsterms: (ai) the Notes shall be authenticated and delivereddelivered by, and all rights, powers, duties and obligations hereunder in respect of the custody of Notessecurities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, solely by the Trustee; (bii) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee Trustee or separate trustee Trustee jointly, as shall be provided in the instrument appointing such co-trustee Trustee or separate trusteeTrustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the 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 Trustee or separate trusteeTrustee; (ciii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyIssuer evidenced by a Board Resolution, may accept the resignation of or remove any co-trustee Trustee or separate trustee Trustee, appointed under this SectionSection 7.12, and, if in case an Event of Default shall have has occurred and be is continuing, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee Trustee or separate trustee Trustee without the concurrence of the CompanyIssuer. Upon the written request of the Trustee, the Company Issuer shall join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee Trustee or separate trustee Trustee that has so resigned or been removed may be appointed in the manner provided in this Section; andSection 7.12; (div) no co-trustee Trustee or separate trustee Trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, Trustee or any other such trustee hereunder. Any Trustee hereunder nor shall the Trustee be liable by reason of any act or omission of any co-Trustee or separate Trustee selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.14 hereof; and 50 (v) any Act of Holders Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee Trustee and separate trusteeTrustee.

Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdictionjurisdiction in which any of the Trust Estate may at the time be located, the Company Transferor, MBIA and the Trustee shall have power to appoint, and, upon the written request of the Trustee Trustee, MBIA or, if an MBIA Default or Termination has occurred and is continuing, of the Holders of representing at least 3325% in principal amount of the Notes then outstandingCertificate Balance of all Certificates, the Company Transferor shall for such purpose join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and meeting the requirements of Section 7.08 hereof, either to act as co-trusteeTrustee, jointly with the TrusteeTrustee of all or any part of such Trust Estate, or to act as separate trusteeTrustee 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, 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 Company Transferor does not join in such appointment within 15 days after the receipt by it of a request so to do, or if in case an Event of Default shall have has occurred and be is continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company Transferor be reasonably required by any co-trustee Trustee or separate trustee Trustee so appointed to for more fully confirm confirming to such co-trustee co- Trustee or separate trustee Trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the CompanyTransferor. Every co-trustee Trustee or separate trustee Trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditionsterms: (a) the Notes Certificates shall be authenticated and delivereddelivered by, and all rights, powers, duties and obligations hereunder under this Agreement in respect of the custody of Notessecurities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunderunder this Agreement, shall be exercised solely, solely by the Trustee; ; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee by this Agreement in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee Trustee or separate trustee Trustee jointly, as shall be provided in the instrument appointing such co-trustee Trustee or separate trusteeTrustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the 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 Trustee or separate trustee; Trustee; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyTransferor evidenced by a Board Resolution, may accept the resignation of or remove any co-trustee Trustee or separate trustee Trustee, appointed under this Section, and, if in case an Event of Default shall have has occurred and be is continuing, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee co- Trustee or separate trustee Trustee without the concurrence of the CompanyTransferor. Upon the written request of the Trustee, the Company Transferor shall join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee Trustee or separate trustee Trustee that has so resigned or been removed may be appointed in the manner provided in this Section; and (d) no co-trustee Trustee or separate trustee Trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, Trustee or any other such trustee hereunder. Any Trustee hereunder nor shall the Trustee be liable by reason of any act or omission of any co-Trustee or separate Trustee selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.14; and (e) any Act of Holders Certificateholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee Trustee and separate trusteeTrustee.

Co-Trustees and Separate Trustees. (a) At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdiction in which any of the Trust Estate may at the time be located or maintaining the situs of Permitted Investments in a particular jurisdiction, Golden State Petroleum, as agent for the Company Owners, and the Indenture Trustee shall have power to appoint, and, upon the written request of the Indenture Trustee or of the Holders of at least 3325% in principal amount of the Mortgage Notes then outstandingOutstanding, Golden State Petroleum, as agent for the Company Owners, shall for such purpose join with the Indenture Trustee in the execution execution, delivery and delivery 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, or all or any part of the Trust Estate, or to act as separate trusteetrustee 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, Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If Golden State Petroleum, as agent for the Company Owners, does not join in such appointment within 15 days after the receipt by it of a request so to do, or if in case an Event of Default shall have has occurred and be is continuing, the Indenture Trustee alone shall have power to make such appointment. . (b) Should any written instrument or instruments from Golden State Petroleum, as agent for the Company Owners, be required by any co-trustee or separate trustee so appointed to for more fully confirm 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 Company. Golden State Petroleum. (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 conditionsterms, namely: (ai) the The Mortgage Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of Notessecurities, 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;. (bii) the 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 either by the Indenture Trustee or by the Indenture Trustee and such co-trustee or separate trustee jointlyjointly or with the written consent of the Indenture Trustee, 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 not qualified 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;. (ciii) the The Indenture Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyGolden State Petroleum, as agent for the Owners, evidenced by a Board Resolution, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if in case an Indenture Event of Default shall have has occurred and be is continuing, the Indenture Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee without the concurrence of Golden State Petroleum, as agent for the CompanyOwners. Upon the written request of the Indenture Trustee, Golden State Petroleum, as agent for the Company Owners, shall join with the Indenture Trustee in the execution execution, delivery and delivery 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; and. (div) no 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. . (v) Any Act act of Holders Noteholders delivered to the Indenture Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.. ARTICLE NINE

Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 3325% in aggregate principal amount of the Notes Junior Subordinated Debentures then outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee, 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 9.15. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm 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 Company. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions: (a) the Notes Junior Subordinated Debentures shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of Notessecurities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee 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 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; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this SectionSection 9.15, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements 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; and; (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder. Any Act ; and (e) any notice from the Holders of Holders Junior Subordinated Debentures delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Notes then outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee, 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 Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm 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 Company. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions: (a) the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of Notes, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the 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 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;; 000-0000-0000/7/AMERICAS (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery 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; and (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder. Any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdictionjurisdiction in which any of the Collateral may at the time be located, the Company Issuer and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Notes then outstandingControlling Party, the Company Issuer shall for such purpose join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and meeting the requirements of Section 7.08 hereof, either to act as co-trustee, jointly with the TrusteeTrustee of all or any part of such Collateral, or to act as separate trusteetrustee 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, 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 Company Issuer does not join in such appointment within 15 days after the receipt by it of a request so to do, or if in case an Event of Default shall have has occurred and be is continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company Issuer be reasonably required by any co-trustee or separate trustee so appointed to for more fully confirm 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 CompanyIssuer. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditionsterms: (a) the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder under this Indenture in respect of the custody of Notessecurities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, under this Indenture shall be exercised solely, solely by the Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee by this Indenture in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the 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 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; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the CompanyIssuer evidenced by a Board Resolution, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if in case an Event of Default shall have has occurred and be is continuing, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee -58- Indenture without the concurrence of the CompanyIssuer. Upon the written request of the Trustee, the Company Issuer shall join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee that has so resigned or been removed may be appointed in the manner provided in this Section; and; (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, Trustee or any other such Trustee hereunder nor shall the trustee hereunder. Any be liable by reason of any act or omission of any co-trustee or separate trustee selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.14 hereof; and (e) any Act of Holders Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Co-Trustees and Separate Trustees. (a) At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdictionjurisdiction in which any of the Collateral may at the time be located, the Company Issuer and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Notes then outstandingTrustee, the Company Issuer shall for such purpose join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee and meeting the eligibility standards for the Trustee specified in Section 7.08, either to act as co-trusteeCo‑Trustee, jointly with the TrusteeTrustee of all or any part of such Collateral, or to act as separate trusteeTrustee of any such property (a “Co‑Trustee”), in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, 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 Company Issuer does not join in such appointment within 15 fifteen (15) days after the receipt by it of a request so to do, or if or, in case an Event of Default shall have occurred and be continuingexists, the Trustee alone shall have power to make such appointment. The Trustee shall not be liable for any action or inaction by a Co-Trustee or separate trustee. (b) Should any written instrument or instruments from the Company Issuer be reasonably required by any co-trustee Co‑Trustee or separate trustee Trustee so appointed to for more fully confirm confirming to such co-trustee Co‑Trustee or separate trustee Trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. Issuer. (c) Every co-trustee Co‑Trustee or separate trustee Trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditionsterms: (ai) the Notes shall be authenticated and delivereddelivered by, and all rights, powers, duties and obligations hereunder in respect of the custody of Notessecurities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, solely by the Trustee; (bii) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee Co‑Trustee or separate trustee Trustee jointly, as shall be provided in the instrument appointing such co-trustee Co‑Trustee or separate trusteeTrustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the 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 Co‑Trustee or separate trusteeTrustee at the direction or with the consent of the Trustee; (ciii) the Trustee at any time, by an instrument in writing executed by itit and, with prior to the concurrence occurrence of an Event of Default, the CompanyIssuer, may accept the resignation of or remove any co-trustee Co‑Trustee or separate trustee Trustee, appointed under this Section, and, if in case an Event of Default shall have occurred and be continuingexists, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee Co‑Trustee or separate trustee Trustee without the concurrence of the CompanyIssuer. Upon the written request of the Trustee, the Company Issuer shall join with the Trustee in the execution execution, delivery and delivery performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee Co‑Trustee or separate trustee Trustee that has so resigned or been removed may be appointed in the manner provided in this Section; and; (div) no co-trustee Co‑Trustee or separate trustee Trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, Trustee or any other such trustee hereunder. Any Trustee hereunder nor shall the Trustee be liable by reason of any act or omission of any Co‑Trustee or separate Trustee selected by the Trustee with due care or appointed in accordance with directions to the Trustee pursuant to Section 6.14 provided, that the appointment of any Co‑Trustee or separate Trustee shall not relieve the Trustee from any of its express duties and obligations under this Indenture; and (v) any Act of Holders Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee Co‑Trustee and separate trusteeTrustee.

Co-Trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Notes then outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee, 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 Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make such appointment. Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to such co-trustee or separate 000-0000-0000/13/AMERICAS trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions: (a) the Notes shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of Notes, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the 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 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; (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any 52 such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery 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; and (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other such trustee hereunder. Any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.