Powers and Duties of Trustee. The Trustee shall not record this agreement or the name of any of the Beneficiaries in any place of public record, divulge copies of this Trust Agreement to individual or entity other than the Beneficiaries or Successor Trustees specified within this agreement, or reveal the identity of the Beneficiaries unless ordered by Court Order as a matter of law. A) Issue notes or bonds and to secure the payment of the same by mortgaging the whole or any part of the Trust Property; to borrow money, giving notes therefore signed by him in his capacity as Trustee; to invest such part of the capital and the profits therefrom and the proceeds of the sale of bonds and notes in such real estate, equities in real estate, and mortgages in real estate in the United States of America, as he may deem advisable. B) With the consent of the Beneficiary, the Trustee shall have the authority to hold the legal title to all of the Trust Property, and shall have the exclusive management and control of the property as if he were the absolute owner thereof, and the Trustee is hereby given full power to do all things and perform all acts which in his judgment are necessary and proper for the protection of the Trust Property and for the interest of the Beneficiaries in the property of the Trust, subject to the restrictions, terms, and conditions herein set forth. C) Without prejudice to the general powers conferred on the Trustee hereunder, it is hereby declared that the Trustee shall have the following powers, with the consent of the Beneficiaries: 1) To purchase any real property for the Trust at such times and on such terms as may seem advisable; to assume mortgages upon the property. 2) To sell at public auction or private sale, to barter, to exchange, or to dispose of otherwise, any part, or the whole of the Trust Property which may, from time to time form part of the Trust estate, subject to such restrictions and for such consideration for cash and for credit, and generally upon such terms and conditions as may seem judicious, to secure payment upon any loan or loans of the Trust, by mortgage with or without power of sale, and to include such provisions, terms, and conditions as may seem desirable. 3) To rent or lease the whole or any part of the Trust Property for long or short terms, but not for terms exceeding the term of the Trust the remaining. 4) To repair, alter, tear down, add to, or erect any building or buildings upon land belonging to the Trust; to fill, grade, drain, improve, and otherwise develop any land belonging to the Trust; to carry on, operate, or manage any building, apartment house, or hotel belonging to the Trust. 5) To make, execute, acknowledge, and deliver all deeds, releases, mortgages, leases, contracts, agreements, instruments, and other obligations of whatsoever nature relating to the Trust Property, and generally to have full power to do all things and perform all acts necessary to make the instruments proper and legal. 6) To collect notes, obligations, dividends, and all other payments that may be due and payable to the Trust; to deposit the proceeds thereof, as well as any other moneys from whatsoever source they may be derived, in any suitable bank or depository, and to draw the same from time to time for the purposes herein provided. 7) To pay all lawful taxes and assessments and the necessary expenses of the Trust; to employ such officers, brokers, engineers, architects, carpenters, contractors, agents, counsel, and such other persons as may seem expedient, to designate their duties and fix their compensation; to fix a reasonable compensation for their own services to the Trust, as organizers thereof. 8) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law of equity, or before any other bodies or tribunals; to begin suits and to prosecute them to final judgment or decree; to compromise claims or suits, and to submit the same to arbitration when, in his judgment, such course is necessary or proper. 9) To arrange and pay for and keep in force in the name and for the benefit of the Trustee, such insurance as the Trustee may deem advisable, in such companies, in such amounts, and against such risks as determined necessary by the Trustee. 10) To keep careful and accurate books showing the receipts and disbursements of the Trust and also of the Trust Property, and such other items as he may deem of importance or as the Beneficiaries hereunder may require. 11) To keep books of the Trust open to the inspection of the Beneficiaries at such reasonable times at the main office of the Trust as they may appoint. 12) To furnish the Beneficiaries at special meetings at which the same shall be requested a careful, accurate, written report of his transactions as Trustee, hereunder, of the financial standing of the Trust, and of such other information concerning the affairs of the Trust as they shall request. 13) The Trustee shall have no power to bind the Beneficiaries personally and, in every written contract he may enter into, reference shall be made to this declaration; and any person or corporation contracting with the Trustee, as well as any beneficiary, shall look to the funds and the Trust Property for payment under such contract, or for the payment of any debt, mortgage, judgment, or decree, or for any money that may otherwise become due or payable, whether by reason or failure of the Trustee to perform the contract, or for any other reason, and neither the Trustee nor the Beneficiaries shall be liable personally therefore. 14) To sell the Trust Property and distribute the proceeds therefrom: a) If any property shall remain in trust under this Agreement for a term which exceeds that allowed under applicable state law, the Trustee forthwith shall sell same at public sale after a reasonable public advertisement and reasonable notice to the Beneficiaries and, after deducting his reasonable fees and expenses, he shall divide the proceeds of the sale among the Beneficiaries as their interests may then appear, without any direction or consent whatsoever, or b) To transfer, set over, convey and deliver to all the then Beneficiaries of this Trust their respective undivided interests in any non-divisible assets, or c) To transfer, set over and deliver all of the assets of the Trust to its Beneficiaries, in their respective proportionate shares, at any time when the assets of the Trust consist solely of cash.
Appears in 1 contract
Sources: Trust Agreement
Powers and Duties of Trustee. The Trustee shall not record this agreement or the name of any of the Beneficiaries in any place of public record, divulge copies of this Trust Agreement to individual or entity other than the Beneficiaries or Successor Trustees specified within this agreement, or reveal the identity of the Beneficiaries unless ordered by Court Order as a matter of law.
A) Issue notes or bonds and to secure the payment of the same by mortgaging the whole or any part of the Trust Property; to borrow money, giving notes therefore signed by him in his capacity as Trustee; to invest such part of the capital and the profits therefrom and the proceeds of the sale of bonds and notes in such real estate, equities in real estate, and mortgages in real estate in the United States of America, as he may deem advisable.
B) With the consent sole owner of the Beneficiary, the Trustee shall have the authority to hold the legal title to all record of the Trust Property, and shall have has the exclusive management and control of the property as if he were the absolute owner thereof, and the Trustee is hereby given full following power with regard to do all things and perform all acts which in his judgment are necessary and proper for the protection of the Trust Property and for the interest of the Beneficiaries in the property of the Trust, subject to the restrictions, terms, and conditions herein set forth.
C) Without prejudice to the general powers conferred on the Trustee hereunder, it is hereby declared that the Trustee shall have the following powers, with the consent of the Beneficiaries:
1) To purchase any real property for the Trust at such times and on such terms as may seem advisable; to assume mortgages upon the property.
2) To sell at public auction or private sale, to barter, to exchange, or to dispose of otherwise, any part, or the whole of the Trust Property which may, from time to time form part of the Trust estate, subject to such restrictions and for such consideration for cash and for credit, and generally upon such terms and conditions as may seem judicious, to secure payment upon any loan or loans of the Trust, by mortgage with or without power of sale, and to include such provisions, terms, and conditions as may seem desirable.
3) To rent or lease the whole or any part of the Trust Property for long or short terms, but not for terms exceeding the term of the Trust the remaining.
4) To repair, alter, tear down, add to, or erect any building or buildings upon land belonging to the Trust; to fill, grade, drain, improve, and otherwise develop any land belonging to the Trust; to carry on, operate, or manage any building, apartment house, or hotel belonging to the Trust.
5) Property: To make, execute, acknowledge, and deliver all deeds, releases, mortgages, leases, contracts, options, agreements, instruments, and other obligations of whatsoever nature relating to the Trust Property, and generally to have full power to do all things and perform all acts necessary to make the instruments proper and legal.
6) , as directed to do so by the Beneficiaries. To collect notes, rents, obligations, dividends, and all other payments that may be due and payable to the Trust; Trust and to deposit the net proceeds thereof, as well as paying net proceeds therefrom to the Beneficiaries. The Trustee shall not copy or show this agreement to any individual or entity other moneys from whatsoever source they may be derivedthan the Beneficiaries or successor Trustees, in any suitable bank or depository, and to draw nor shall the same from time to time for Trustee reveal the purposes herein provided.
7) To pay all lawful taxes and assessments and the necessary expenses identity of the Trust; Beneficiaries or the trust property to employ such officers, brokers, engineers, architects, carpenters, contractors, agents, counsel, and such other persons as may seem expedient, to designate their duties and fix their compensation; to fix any individual or entity except by way of a reasonable compensation for their own services to bona fide Court Order. The Trustee shall not record this agreement or the Trust, as organizers thereof.
8) To represent the Trust and name of any of the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court place of law of equity, public record. The Trustee is not an agent or before any other bodies or tribunals; to begin suits and to prosecute them to final judgment or decree; to compromise claims or suitspartner of, and to submit the same to arbitration when, in his judgment, such course is necessary or proper.
9) To arrange and pay for and keep in force in the name and for the benefit of the Trustee, such insurance as the Trustee may deem advisable, in such companies, in such amounts, and against such risks as determined necessary by the Trustee.
10) To keep careful and accurate books showing the receipts and disbursements of the Trust and also of the Trust Property, and such other items as he may deem of importance or as the Beneficiaries hereunder may require.
11) To keep books of the Trust open to the inspection of the Beneficiaries at such reasonable times at the main office of the Trust as they may appoint.
12) To furnish the Beneficiaries at special meetings at which the same shall be requested a careful, accurate, written report of his transactions as Trustee, hereunder, of the financial standing of the Trust, and of such other information concerning the affairs of the Trust as they shall request.
13) The Trustee shall have no power to bind the Beneficiaries personally and, in every written contract he may many enter into, ; reference shall be made to this declaration; . The Trustee may at any time resign with written notice of such intention to each of the then Beneficiaries at his latest address appearing in the records of the Trustee. Such resignation shall become effective twenty days after such mailing. On such resignation a successor may be appointed in writing by the persons then entitled to direct the Trustee in the disposition of the property, and any person the Trustee shall thereupon convey or corporation contracting with transfer the property to such successor. If no successor is named as above provided within twenty days after the mailing of such notices by the Trustee, the Trustee may convey or transfer the trust property to the Beneficiaries in accordance with their interests hereunder, and the conveyance may be recorded or registered, as well the case may be, by the Trustee and such recording or registration shall constitute delivery of the conveyance or transfer to the Beneficiaries. The Trustee shall not be required to assume any personal obligation or liability in dealing with the property or to make itself liable for any damages, costs, expenses, fines or penalties, or to deal with title to the property so long as any beneficiarymoney is due to it hereunder. The Trustee shall not be obligated to pay any money for this trust or the property or to prosecute or defend any legal proceeding involving this trust or the property unless it shall elect to do so and be furnished with sufficient funds or be indemnified to its satisfaction. If the Trustee is served with process or notice of legal proceedings or of any other matter concerning the trust or the property, the sole duty of the Trustee shall look be to forward the process or notice to the funds person named herein as the person to whom inquiries or notices shall be sent, or, in the absence of such designation, to the Beneficiaries. The latest address appearing in the records of the Trustee shall be used for all mailings. The Trustee shall have no right or duty in respect to the payment of taxes or assessments or insurance, litigation or other matters relating to the property, except on written direction accepted by it as above provided and after the Trust Property payment to it of all money necessary in its opinion to carry out the directions without liability to it. The Beneficiaries are not the agents of the Trustee for payment under such any purpose and do not have any authority to contract or to execute leases or do any other act for or in the name of the Trustee or to obligate the Trustee personally or as Trustee. Upon the death, termination, resignation or physical or mental incapacity of the Trustee, the following individual(s) shall immediately be appointed as successor Trustee, with the full powers and duties of the former Trustee: , whose address is ______or, if said individual is not then living or is unable or unwilling to act as Trustee, then , whose address is ___, In the event none of said individuals are then living or are unable or unwilling to act as Trustee, then if a new trustee is not appointed within Thirty (30) days after notice the resignation of the existing trustee is received by the Beneficiaries, this agreement shall terminate, and title shall be conveyed to the beneficiaries as their interests may appear. The trustee shall receive for its services in accepting this trust and taking title hereunder the sum of $_________________________. The Trustee shall not be required to enter into any individual contract, ; nor to make itself individually liable to pay or for incur the payment of any debtdamages, mortgageattonrey’s fees, judgmentfines, penalties, forfeitures, costs, charges or other sums of money. The Trustee shall have no individual liability or obligation whatsoever arising from its ownership, as Trustee, of the legal title to the Trust Property. If the Trustee shall pay or incur any liability to pay any money on account of this Trust, or decree, or for incur any liability to pay any money that may otherwise become due or payable, whether by reason or failure on account of the Trustee being made a party to perform the contract, or for any other reason, and neither the Trustee nor the Beneficiaries shall be liable personally therefore.
14) To sell litigation as a result of holding title to the Trust Property or otherwise in connection with this Trust the Beneficiaries, jointly and distribute the proceeds therefrom:
a) If any property shall remain in trust under this Agreement for a term which exceeds severally, agree that allowed under applicable state law, on demand they will pay to the Trustee forthwith shall sell same at public sale after a reasonable public advertisement and reasonable notice to all such payments made or liabilities incurred by the Beneficiaries andTrustee, after deducting his reasonable fees and together with its expenses, he shall divide including reasonable attorneys' fees, and that they will indemnify and hold the proceeds Trustee harmless of the sale among the Beneficiaries and from any and all payments made or liabilities incurred by it for any reason whatsoever as their interests may then appear, without any direction or consent whatsoever, or
b) To transfer, set over, convey and deliver to all the then Beneficiaries a result of this Trust their respective undivided interests in any non-divisible assets, or
c) To transfer, set over and deliver all of the assets of the Trust to its Beneficiaries, in their respective proportionate shares, at any time when the assets of the Trust consist solely of cashAgreement.
Appears in 1 contract
Sources: Trust Agreement
Powers and Duties of Trustee. The Trustee shall not record (a) Notwithstanding anything to the contrary in this agreement Agreement or the name of any of the Beneficiaries in any place of public record, divulge copies of this Trust Agreement to individual or entity other than the Beneficiaries or Successor Trustees specified within this agreement, or reveal the identity of the Beneficiaries unless ordered by Court Order as a matter of law.
A) Issue notes or bonds and to secure the payment of the same by mortgaging the whole or any part of the Trust Property; to borrow money, giving notes therefore signed by him in his capacity as Trustee; to invest such part of the capital and the profits therefrom and the proceeds of the sale of bonds and notes in such real estate, equities in real estate, and mortgages in real estate in the United States of America, as he may deem advisable.
B) With the consent of the BeneficiaryAccount Control Agreement, the Trustee shall not be required to exercise any rights or remedies under this Agreement or the Account Control Agreement or give any consent under this Agreement or the Account Control Agreement or enter into any agreement amending, modifying, supplementing or waiving any provision of this Agreement or the Account Control Agreement, or otherwise take any action, or refrain from taking any action, which involves the exercise of discretion, unless it shall have been directed to do so in writing by the authority Trustor or, subsequent to hold an Event of Default or Act of Insolvency, the legal title applicable Lender(s) (which written direction the Trustee shall be deemed to all have received upon an Act of Insolvency pursuant to Section 5.3(b)). So long as the Trust PropertyTrustee has requested Instructions from the Trustor or the Lenders, as the case may be, in a timely manner, the Trustee shall not be liable for any delay in acting that is attributable to a delay or failure by the Trustor or the Lenders in providing such Instructions to the Trustee, and the Trustee shall be fully protected in, and shall have incur no liability in connection with, acting (or failing to act) pursuant to such Instructions.
(b) Concurrently herewith, the exclusive management and control of Lenders hereby direct the property as if he were the absolute owner thereofTrustee, and the Trustee is hereby given full power authorized, to do enter into the Account Control Agreement and any other related agreements in the form delivered to, and agreed upon by, the Trustee. For the avoidance of doubt, all things and perform all acts which in his judgment are necessary and proper for the protection of the Trust Property Trustee provided herein shall apply to the Trustee for any actions taken or omitted to be taken under the Account Control Agreement and any other related agreements in such capacity.
(c) The Trustee undertakes to perform only such duties as are specifically set forth in this Agreement, and no implied duties, obligations, or covenants shall be read into this Agreement against the Trustee.
(d) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own gross negligence or willful misconduct, except that:
(i) the interest Trustee is acting solely as a directed trustee hereunder and shall not have any fiduciary relationship with any Person, including any Lender, and no implied duties or obligations shall be read into this Agreement or the Account Control Agreement or otherwise exist against the Trustee ;
(ii) in the absence of bad faith on the part of the Beneficiaries Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement; but in the property case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a good faith duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);
(iii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the TrustTrustee, subject to the restrictions, terms, and conditions herein set forth.
C) Without prejudice to the general powers conferred on unless it shall be proved that the Trustee hereunderwas grossly negligent in ascertaining the pertinent facts upon which such judgment was made; and
(iv) no provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, it is hereby declared that if the Trustee shall have reasonable grounds for believing that the following powersrepayment of such funds or liability is not reasonably assured to it under the terms of this Agreement or if the Trustee shall have reasonable grounds for believing that an indemnity, with the consent of the Beneficiaries:
1) To purchase any real property for the Trust at such times and on such terms as may seem advisable; satisfactory to assume mortgages upon the property.
2) To sell at public auction or private sale, to barter, to exchange, or to dispose of otherwise, any part, or the whole of the Trust Property which may, from time to time form part of the Trust estate, subject to such restrictions and for such consideration for cash and for credit, and generally upon such terms and conditions as may seem judicious, to secure payment upon any loan or loans of the Trust, by mortgage with or without power of sale, and to include such provisions, terms, and conditions as may seem desirable.
3) To rent or lease the whole or any part of the Trust Property for long or short terms, but not for terms exceeding the term of the Trust the remaining.
4) To repair, alter, tear down, add to, or erect any building or buildings upon land belonging to the Trust; to fill, grade, drain, improve, and otherwise develop any land belonging to the Trust; to carry on, operate, or manage any building, apartment house, or hotel belonging to the Trust.
5) To make, execute, acknowledge, and deliver all deeds, releases, mortgages, leases, contracts, agreements, instruments, and other obligations of whatsoever nature relating to the Trust Property, and generally to have full power to do all things and perform all acts necessary to make the instruments proper and legal.
6) To collect notes, obligations, dividends, and all other payments that may be due and payable to the Trust; to deposit the proceeds thereof, as well as any other moneys from whatsoever source they may be derived, in any suitable bank or depository, and to draw the same from time to time for the purposes herein provided.
7) To pay all lawful taxes and assessments and the necessary expenses of the Trust; to employ such officers, brokers, engineers, architects, carpenters, contractors, agents, counsel, and such other persons as may seem expedient, to designate their duties and fix their compensation; to fix a reasonable compensation for their own services to the Trust, as organizers thereof.
8) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law of equity, or before any other bodies or tribunals; to begin suits and to prosecute them to final judgment or decree; to compromise claims or suits, and to submit the same to arbitration when, in his judgment, such course is necessary or proper.
9) To arrange and pay for and keep in force in the name and for the benefit of the Trustee, against such insurance as risk or liability is not reasonably assured to it under the terms of this Agreement.
(e) In no event shall the Trustee may deem advisablebe liable for special, in indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such companies, in such amounts, loss or damage and against such risks as determined necessary by regardless of the Trusteeform of action.
10) To keep careful and accurate books showing the receipts and disbursements of the Trust and also of the Trust Property, and such other items as he may deem of importance or as the Beneficiaries hereunder may require.
11) To keep books of the Trust open to the inspection of the Beneficiaries at such reasonable times at the main office of the Trust as they may appoint.
12) To furnish the Beneficiaries at special meetings at which the same shall be requested a careful, accurate, written report of his transactions as Trustee, hereunder, of the financial standing of the Trust, and of such other information concerning the affairs of the Trust as they shall request.
13(f) The Trustee shall have no power may refuse to bind act on any notice, consent, direction or Instruction from the Beneficiaries personally andTrustor or the Lenders or any agent, trustee or similar representative thereof that, in every written contract he may enter intothe Trustee reasonable opinion, reference shall be made (i) is contrary to this declaration; and law or the provisions hereof, the Account Control Agreement, or of any person or corporation contracting other document to which it is a party in connection with the Trusteetransactions contemplated hereby, as well as any beneficiary, shall look to the funds and the Trust Property for payment under such contract, or for the payment of any debt, mortgage, judgment, or decree, or for any money that (ii) may otherwise become due or payable, whether by reason or failure of expose the Trustee to perform liability (unless the contractTrustee shall have been indemnified, to its reasonable satisfaction, for such liability), provided that such refusal to act shall not be unreasonable.
(g) In no event shall the Trustee be responsible or liable for any other reason, and neither failure or delay in the Trustee nor the Beneficiaries shall be liable personally therefore.
14) To sell the Trust Property and distribute the proceeds therefrom:
a) If any property shall remain in trust performance of its obligations under this Agreement for a term which exceeds that allowed under applicable state lawarising out of or caused by, the Trustee forthwith shall sell same at public sale after a directly or indirectly, forces beyond its reasonable public advertisement control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics, pandemics and reasonable notice to the Beneficiaries andinterruptions, after deducting his reasonable fees and expensesloss or malfunctions of utilities, he shall divide the proceeds of the sale among the Beneficiaries as their interests may then appear, without any direction communications or consent whatsoever, or
bcomputer (software or hardware) To transfer, set over, convey and deliver to all the then Beneficiaries of this Trust their respective undivided interests in any non-divisible assets, or
c) To transfer, set over and deliver all of the assets of the Trust to its Beneficiaries, in their respective proportionate shares, at any time when the assets of the Trust consist solely of cashservices.
Appears in 1 contract
Sources: Fully Paid Lending Trust Agreement
Powers and Duties of Trustee. The Trustee shall not record (a) Notwithstanding anything to the contrary in this agreement Agreement or the name of any of the Beneficiaries in any place of public record, divulge copies of this Trust Agreement to individual or entity other than the Beneficiaries or Successor Trustees specified within this agreement, or reveal the identity of the Beneficiaries unless ordered by Court Order as a matter of law.
A) Issue notes or bonds and to secure the payment of the same by mortgaging the whole or any part of the Trust Property; to borrow money, giving notes therefore signed by him in his capacity as Trustee; to invest such part of the capital and the profits therefrom and the proceeds of the sale of bonds and notes in such real estate, equities in real estate, and mortgages in real estate in the United States of America, as he may deem advisable.
B) With the consent of the BeneficiaryAccount Control Agreement, the Trustee shall not be required to exercise any rights or remedies under this Agreement or the Account Control Agreement or give any consent under this Agreement or the Account Control Agreement or enter into any agreement amending, modifying, supplementing or waiving any provision of this Agreement or the Account Control Agreement, or otherwise take any action, or refrain from taking any action, which involves the exercise of discretion, unless it shall have been directed to do so in writing by the authority Trustor or, subsequent to hold an Event of Default or Act of Insolvency, the legal title applicable Lender(s) (which written direction the Trustee shall be deemed to all have received upon an Act of Insolvency pursuant to Section 5.3(b)). So long as the Trust PropertyTrustee has requested Instructions from the Trustor or the Lenders, as the case may be, in a timely manner, the Trustee shall not be liable for any delay in acting that is attributable to a delay or failure by the Trustor or the Lenders in providing such Instructions to the Trustee, and the Trustee shall be fully protected in, and shall have incur no liability in connection with, acting (or failing to act) pursuant to such Instructions.
(b) Concurrently herewith, the exclusive management and control of Lenders hereby direct the property as if he were the absolute owner thereofTrustee, and the Trustee is hereby given full power authorized, to do enter into the Account Control Agreement and any other related agreements in the form delivered to, and agreed upon by, the Trustee. For the avoidance of doubt, all things and perform all acts which in his judgment are necessary and proper for the protection of the Trust Property Trustee provided herein shall apply to the Trustee for any actions taken or omitted to be taken under the Account Control Agreement and any other related agreements in such capacity.
(c) The Trustee undertakes to perform only such duties as are specifically set forth in this Agreement, and no implied duties, obligations, or covenants shall be read into this Agreement against the Trustee.
(d) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own gross negligence or willful misconduct, except that:
(i) the interest Trustee is acting solely as a directed trustee hereunder and shall not have any fiduciary relationship with any Person, including any Lender, and no implied duties or obligations shall be read into this Agreement or the Account Control Agreement or otherwise exist against the Trustee;
(ii) in the absence of bad faith on the part of the Beneficiaries Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement; but in the property case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a good faith duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);
(iii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the TrustTrustee, subject to the restrictions, terms, and conditions herein set forth.
C) Without prejudice to the general powers conferred on unless it shall be proved that the Trustee hereunderwas grossly negligent in ascertaining the pertinent facts upon which such judgment was made; and
(iv) no provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, it is hereby declared that if the Trustee shall have reasonable grounds for believing that the following powersrepayment of such funds or liability is not reasonably assured to it under the terms of this Agreement or if the Trustee shall have reasonable grounds for believing that an indemnity, with the consent of the Beneficiaries:
1) To purchase any real property for the Trust at such times and on such terms as may seem advisable; satisfactory to assume mortgages upon the property.
2) To sell at public auction or private sale, to barter, to exchange, or to dispose of otherwise, any part, or the whole of the Trust Property which may, from time to time form part of the Trust estate, subject to such restrictions and for such consideration for cash and for credit, and generally upon such terms and conditions as may seem judicious, to secure payment upon any loan or loans of the Trust, by mortgage with or without power of sale, and to include such provisions, terms, and conditions as may seem desirable.
3) To rent or lease the whole or any part of the Trust Property for long or short terms, but not for terms exceeding the term of the Trust the remaining.
4) To repair, alter, tear down, add to, or erect any building or buildings upon land belonging to the Trust; to fill, grade, drain, improve, and otherwise develop any land belonging to the Trust; to carry on, operate, or manage any building, apartment house, or hotel belonging to the Trust.
5) To make, execute, acknowledge, and deliver all deeds, releases, mortgages, leases, contracts, agreements, instruments, and other obligations of whatsoever nature relating to the Trust Property, and generally to have full power to do all things and perform all acts necessary to make the instruments proper and legal.
6) To collect notes, obligations, dividends, and all other payments that may be due and payable to the Trust; to deposit the proceeds thereof, as well as any other moneys from whatsoever source they may be derived, in any suitable bank or depository, and to draw the same from time to time for the purposes herein provided.
7) To pay all lawful taxes and assessments and the necessary expenses of the Trust; to employ such officers, brokers, engineers, architects, carpenters, contractors, agents, counsel, and such other persons as may seem expedient, to designate their duties and fix their compensation; to fix a reasonable compensation for their own services to the Trust, as organizers thereof.
8) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law of equity, or before any other bodies or tribunals; to begin suits and to prosecute them to final judgment or decree; to compromise claims or suits, and to submit the same to arbitration when, in his judgment, such course is necessary or proper.
9) To arrange and pay for and keep in force in the name and for the benefit of the Trustee, against such insurance as risk or liability is not reasonably assured to it under the terms of this Agreement.
(e) In no event shall the Trustee may deem advisablebe liable for special, in indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such companies, in such amounts, loss or damage and against such risks as determined necessary by regardless of the Trusteeform of action.
10) To keep careful and accurate books showing the receipts and disbursements of the Trust and also of the Trust Property, and such other items as he may deem of importance or as the Beneficiaries hereunder may require.
11) To keep books of the Trust open to the inspection of the Beneficiaries at such reasonable times at the main office of the Trust as they may appoint.
12) To furnish the Beneficiaries at special meetings at which the same shall be requested a careful, accurate, written report of his transactions as Trustee, hereunder, of the financial standing of the Trust, and of such other information concerning the affairs of the Trust as they shall request.
13(f) The Trustee shall have no power may refuse to bind act on any notice, consent, direction or Instruction from the Beneficiaries personally andTrustor or the Lenders or any agent, trustee or similar representative thereof that, in every written contract he may enter intothe Trustee reasonable opinion, reference shall be made (i) is contrary to this declaration; and law or the provisions hereof, the Account Control Agreement, or of any person or corporation contracting other document to which it is a party in connection with the Trusteetransactions contemplated hereby, as well as any beneficiary, shall look to the funds and the Trust Property for payment under such contract, or for the payment of any debt, mortgage, judgment, or decree, or for any money that (ii) may otherwise become due or payable, whether by reason or failure of expose the Trustee to perform liability (unless the contractTrustee shall have been indemnified, to its reasonable satisfaction, for such liability), provided that such refusal to act shall not be unreasonable.
(g) In no event shall the Trustee be responsible or liable for any other reason, and neither failure or delay in the Trustee nor the Beneficiaries shall be liable personally therefore.
14) To sell the Trust Property and distribute the proceeds therefrom:
a) If any property shall remain in trust performance of its obligations under this Agreement for a term which exceeds that allowed under applicable state lawarising out of or caused by, the Trustee forthwith shall sell same at public sale after a directly or indirectly, forces beyond its reasonable public advertisement control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics, pandemics and reasonable notice to the Beneficiaries andinterruptions, after deducting his reasonable fees and expensesloss or malfunctions of utilities, he shall divide the proceeds of the sale among the Beneficiaries as their interests may then appear, without any direction communications or consent whatsoever, or
bcomputer (software or hardware) To transfer, set over, convey and deliver to all the then Beneficiaries of this Trust their respective undivided interests in any non-divisible assets, or
c) To transfer, set over and deliver all of the assets of the Trust to its Beneficiaries, in their respective proportionate shares, at any time when the assets of the Trust consist solely of cashservices.
Appears in 1 contract
Sources: Fully Paid Lending Trust Agreement
Powers and Duties of Trustee. The Trustee shall not record (a) Notwithstanding anything to the contrary in this agreement Agreement or the name of any of the Beneficiaries in any place of public record, divulge copies of this Trust Agreement to individual or entity other than the Beneficiaries or Successor Trustees specified within this agreement, or reveal the identity of the Beneficiaries unless ordered by Court Order as a matter of law.
A) Issue notes or bonds and to secure the payment of the same by mortgaging the whole or any part of the Trust Property; to borrow money, giving notes therefore signed by him in his capacity as Trustee; to invest such part of the capital and the profits therefrom and the proceeds of the sale of bonds and notes in such real estate, equities in real estate, and mortgages in real estate in the United States of America, as he may deem advisable.
B) With the consent of the BeneficiaryAccount Control Agreement, the Trustee shall not be required to exercise any rights or remedies under this Agreement or the Account Control Agreement or give any consent under this Agreement or the Account Control Agreement or enter into any agreement amending, modifying, supplementing or waiving any provision of this Agreement or the Account Control Agreement, or otherwise take any action, or refrain from taking any action, which involves the exercise of discretion, unless it shall have been directed to do so in writing by the authority Trustor or, subsequent to hold an Event of Default or Act of Insolvency, the legal title applicable Lender(s) (which written direction the Trustee shall be deemed to all have received upon an Act of Insolvency pursuant to Section 5.3(b)). So long as the Trust PropertyTrustee has requested Instructions from the Trustor or the Lenders, as the case may be, in a timely manner, the Trustee shall not be liable for any delay in acting that is attributable to a delay or failure by the Trustor or the Lenders in providing such Instructions to the Trustee, and the Trustee shall be fully protected in, and shall have incur no liability in connection with, acting (or failing to act) pursuant to such Instructions.
(b) Concurrently herewith, the exclusive management and control of Lenders hereby direct the property as if he were the absolute owner thereofTrustee, and the Trustee is hereby given full power authorized, to do enter into the Account Control Agreement and any other related agreements in the form delivered to, and agreed upon by, the Trustee. For the avoidance of doubt, all things and perform all acts which in his judgment are necessary and proper for the protection of the Trust Property Trustee’s rights, protections and immunities provided herein shall apply to the Trustee for any actions taken or omitted to be taken under the interest Account Control Agreement and any other related agreements in such capacity.
(c) The Trustee undertakes to perform only such duties as are specifically set forth in this Agreement, and no implied duties, obligations, or covenants shall be read into this Agreement against the Trustee.
(d) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own gross negligence or willful misconduct, except that:
(i) the Trustee is acting solely as a directed trustee hereunder and shall not have any fiduciary relationship with any Person, including any Lender, and no implied duties or obligations shall be read into this Agreement or the Account Control Agreement or otherwise exist against the Trustee;
(ii) in the absence of bad faith on the part of the Beneficiaries Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement; but in the property case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a good faith duty to examine the same to determine whether or not they conform to the requirements of this Agreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);
(iii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the TrustTrustee, subject to the restrictions, terms, and conditions herein set forth.
C) Without prejudice to the general powers conferred on unless it shall be proved that the Trustee hereunderwas grossly negligent in ascertaining the pertinent facts upon which such judgment was made; and
(iv) no provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, it is hereby declared that if the Trustee shall have reasonable grounds for believing that the following powersrepayment of such funds or liability is not reasonably assured to it under the terms of this Agreement or if the Trustee shall have reasonable grounds for believing that an indemnity, with the consent of the Beneficiaries:
1) To purchase any real property for the Trust at such times and on such terms as may seem advisable; satisfactory to assume mortgages upon the property.
2) To sell at public auction or private sale, to barter, to exchange, or to dispose of otherwise, any part, or the whole of the Trust Property which may, from time to time form part of the Trust estate, subject to such restrictions and for such consideration for cash and for credit, and generally upon such terms and conditions as may seem judicious, to secure payment upon any loan or loans of the Trust, by mortgage with or without power of sale, and to include such provisions, terms, and conditions as may seem desirable.
3) To rent or lease the whole or any part of the Trust Property for long or short terms, but not for terms exceeding the term of the Trust the remaining.
4) To repair, alter, tear down, add to, or erect any building or buildings upon land belonging to the Trust; to fill, grade, drain, improve, and otherwise develop any land belonging to the Trust; to carry on, operate, or manage any building, apartment house, or hotel belonging to the Trust.
5) To make, execute, acknowledge, and deliver all deeds, releases, mortgages, leases, contracts, agreements, instruments, and other obligations of whatsoever nature relating to the Trust Property, and generally to have full power to do all things and perform all acts necessary to make the instruments proper and legal.
6) To collect notes, obligations, dividends, and all other payments that may be due and payable to the Trust; to deposit the proceeds thereof, as well as any other moneys from whatsoever source they may be derived, in any suitable bank or depository, and to draw the same from time to time for the purposes herein provided.
7) To pay all lawful taxes and assessments and the necessary expenses of the Trust; to employ such officers, brokers, engineers, architects, carpenters, contractors, agents, counsel, and such other persons as may seem expedient, to designate their duties and fix their compensation; to fix a reasonable compensation for their own services to the Trust, as organizers thereof.
8) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law of equity, or before any other bodies or tribunals; to begin suits and to prosecute them to final judgment or decree; to compromise claims or suits, and to submit the same to arbitration when, in his judgment, such course is necessary or proper.
9) To arrange and pay for and keep in force in the name and for the benefit of the Trustee, against such insurance as risk or liability is not reasonably assured to it under the terms of this Agreement.
(e) In no event shall the Trustee may deem advisablebe liable for special, in indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such companies, in such amounts, loss or damage and against such risks as determined necessary by regardless of the Trusteeform of action.
10) To keep careful and accurate books showing the receipts and disbursements of the Trust and also of the Trust Property, and such other items as he may deem of importance or as the Beneficiaries hereunder may require.
11) To keep books of the Trust open to the inspection of the Beneficiaries at such reasonable times at the main office of the Trust as they may appoint.
12) To furnish the Beneficiaries at special meetings at which the same shall be requested a careful, accurate, written report of his transactions as Trustee, hereunder, of the financial standing of the Trust, and of such other information concerning the affairs of the Trust as they shall request.
13(f) The Trustee shall have no power may refuse to bind act on any notice, consent, direction or Instruction from the Beneficiaries personally andTrustor or the Lenders or any agent, trustee or similar representative thereof that, in every written contract he may enter intothe Trustee’s reasonable opinion, reference shall be made (i) is contrary to this declaration; and law or the provisions hereof, the Account Control Agreement, or of any person or corporation contracting other document to which it is a party in connection with the Trusteetransactions contemplated hereby, as well as any beneficiary, shall look to the funds and the Trust Property for payment under such contract, or for the payment of any debt, mortgage, judgment, or decree, or for any money that (ii) may otherwise become due or payable, whether by reason or failure of expose the Trustee to perform liability (unless the contractTrustee shall have been indemnified, to its reasonable satisfaction, for such liability), provided that such refusal to act shall not be unreasonable.
(g) In no event shall the Trustee be responsible or liable for any other reason, and neither failure or delay in the Trustee nor the Beneficiaries shall be liable personally therefore.
14) To sell the Trust Property and distribute the proceeds therefrom:
a) If any property shall remain in trust performance of its obligations under this Agreement for a term which exceeds that allowed under applicable state lawarising out of or caused by, the Trustee forthwith shall sell same at public sale after a directly or indirectly, forces beyond its reasonable public advertisement control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics, pandemics and reasonable notice to the Beneficiaries andinterruptions, after deducting his reasonable fees and expensesloss or malfunctions of utilities, he shall divide the proceeds of the sale among the Beneficiaries as their interests may then appear, without any direction communications or consent whatsoever, or
bcomputer (software or hardware) To transfer, set over, convey and deliver to all the then Beneficiaries of this Trust their respective undivided interests in any non-divisible assets, or
c) To transfer, set over and deliver all of the assets of the Trust to its Beneficiaries, in their respective proportionate shares, at any time when the assets of the Trust consist solely of cashservices.
Appears in 1 contract
Sources: Master Securities Lending Agreement