Common use of CO-TRUSTEES, SEPARATE TRUSTEES Clause in Contracts

CO-TRUSTEES, SEPARATE TRUSTEES. (a) At any time, for the purposes of conforming to the legal requirements or restrictions of any jurisdiction in which any part of the Owner Trust Estate (owned directly or indirectly) may at the time be located and subject to the prior receipt of all necessary governmental approvals and consents, the Owner Trustee shall have the power to appoint one or more Persons approved by the Lessees either to act as a co-trustee or co-trustees, jointly with the Owner Trustee, of all or any part of the Owner Trust Estate, or to act as separate trustee or trustees of any property constituting part of the Owner Trust Estate, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity as aforesaid, any property, title, right or power deemed necessary or desirable, subject to the remaining provisions of this Section 9. (b) Every co-trustee or separate trustee shall, to the extent permitted by law, be appointed subject to the following terms: (i) All rights, powers, duties and obligations conferred upon the Owner Trustee in respect of the receipt, custody and payment of moneys shall be exercised solely by the Owner Trustee; (ii) All other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee hereby or by any Basic Document to which the Owner Trustee shall be a party shall be conferred or imposed upon and exercised or performed by the Owner Trustee or by the Owner Trustee and such co-trustee or co-trustees or separate trustee or separate trustees jointly, as shall be provided in the instrument appointing such co-trustee or co-trustees or separate trustee or separate trustees, except to the extent that, under the law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or co-trustees or separate trustee or separate trustees; (iii) The Owner Trustee at any time, by an instrument in writing executed by it, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 9, and a successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 9; (iv) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder except, in the case of the Owner Trustee, if a co-trustee or separate trustee is an employee of the Owner Trustee; (v) No power given hereby to any such co-trustee or separate trustee shall be separately exercised hereunder by such co-trustee or separate trustee except with the consent in writing of the Owner Trustee, anything herein contained to the contrary notwithstanding. The power to vote or appoint proxies to vote with respect to any shares of the capital stock of the Company shall be exercised solely by the Owner Trustee itself or its successor Owner Trustees hereunder. (c) Any notice, request or other writing delivered to the Owner Trustee shall be deemed to have been delivered to all of the then co-trustees or separate trustees as effectively as if delivered to each of them. Every instrument appointing any trustee or trustees other than a successor to the original Owner Trustee shall refer to this Section 9 and the conditions expressed herein. Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, he, she or it shall be vested with the estate or property specified in the instrument of appointment jointly with the Owner Trustee (except insofar as local law makes it necessary for any such co-trustee or separate trustee to act alone) subject to all the provisions of this Trust Agreement. Each such acceptance shall be filed with the Owner Trustee with copies to the Trust Beneficiary, the Lessees and the Secured Parties. Any co-trustee or separate trustee may, at any time by an instrument in writing, constitute the Owner Trustee his or its agent and attorney-in-fact, with full power and authority to do all acts and things and to exercise all discretion on his or its behalf and in his or its name. In case any co-trustee or separate trustee shall die or be dissolved, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of said co-trustee or separate trustee, as far as permitted by law, shall vest in and be exercised by the Owner Trustee without the appointment of a new trustee as successor to such co-trustee or separate trustee. (d) Any and all exculpatory provisions, immunities and indemnities in favor of the Owner Trustee under this Trust Agreement or under any other agreement, document or instrument described or referred to which apply to the Owner Trustee shall also apply to any co-trustees and separate trustees appointed pursuant to this Section 9.

CO-TRUSTEES, SEPARATE TRUSTEES. (a) At any time, for the purposes of conforming to the legal requirements or restrictions of any jurisdiction in which any part of the Owner Trust Estate (owned directly or indirectly) may at the time be located and subject to the prior receipt of all necessary governmental approvals and consents, the Owner Trustee shall have the power to appoint one or more Persons approved by the Lessees either to act as a co-trustee or co-co- trustees, jointly with the Owner Trustee, of all or any part of the Owner Trust Estate, or to act as separate trustee or trustees of any property constituting part of the Owner Trust Estate, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity as aforesaid, any property, title, right or power deemed necessary or desirable, subject to the remaining provisions of this Section 9. (b) Every co-trustee or separate trustee shall, to the extent permitted by law, be appointed subject to the following terms: (i) All rights, powers, duties and obligations conferred upon the Owner Trustee in respect of the receipt, custody and payment of moneys shall be exercised solely by the Owner Trustee; (ii) All other rights, powers, duties and obligations obliga- tions conferred or imposed upon the Owner Trustee hereby or by any Basic Document to which the Owner Trustee shall be a party shall be conferred or imposed upon and exercised or performed by the Owner Trustee or by the Owner Trustee and such co-trustee or co-trustees or separate trustee or separate trustees jointly, as shall be provided in the instrument appointing such co-co- trustee or co-trustees or separate trustee or separate trustees, except to the extent that, under the law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or co-trustees or separate trustee or separate trustees; (iii) The Owner Trustee at any time, by an instrument in writing executed by it, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 9, and a successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 9; (iv) No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder except, in the case of the Owner Trustee, if a co-trustee or separate trustee is an employee of the Owner Trustee; (v) No power given hereby to any such co-trustee or separate trustee shall be separately exercised hereunder by such co-trustee or separate trustee except with the consent in writing of the Owner Trustee, anything herein contained to the contrary notwithstanding. The power to vote or appoint proxies to vote with respect to any shares of the capital stock of the Company shall be exercised solely by the Owner Trustee itself or its successor Owner Trustees hereunder. (c) Any notice, request or other writing delivered to the Owner Trustee shall be deemed to have been delivered to all of the then co-trustees or separate trustees as effectively as if delivered to each of them. Every instrument appointing any trustee or trustees other than a successor to the original Owner Trustee shall refer to this Section 9 and the conditions expressed herein. Upon the acceptance in writing of such appointment by any such co-trustee or separate trustee, he, she or it shall be vested with the estate or property specified in the instrument of appointment jointly with the Owner Trustee (except insofar as local law makes it necessary for any such co-co- trustee or separate trustee to act alone) subject to all the provisions of this Trust Agreement. Each such acceptance shall be filed with the Owner Trustee with copies to the Trust Beneficiary, the Lessees and the Secured Parties. Any co-trustee or separate trustee may, at any time by an instrument in writing, constitute the Owner Trustee his or its agent and attorney-in-in- fact, with full power and authority to do all acts and things and to exercise all discretion on his or its behalf and in his or its name. In case any co-trustee or separate trustee shall die or be dissolved, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of said co-trustee or separate trustee, as far as permitted by law, shall vest in and be exercised by the Owner Trustee without the appointment of a new trustee as successor to such co-trustee or separate trustee. (d) Any and all exculpatory provisions, immunities and indemnities in favor of the Owner Trustee under this Trust Agreement or under any other agreement, document or instrument described or referred to which apply to the Owner Trustee shall also apply to any co-trustees and separate trustees appointed pursuant to this Section 9.