Powers of Trustee. The Trustee shall have all of the powers conferred upon trustees by the Texas Trust Code, and by any future amendments to the Texas Trust Code or any corresponding statute, except for any instances in which the Texas Trust Code or such other statutory provisions may conflict with the express provisions of this Trust Agreement, in which case the provisions of this Trust Agreement shall control; provided, however, so long as the Trustee is the sole owner of record of the Trust Property and any other property held by the Trustee under this Trust Agreement, it is understood and agreed by the parties to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust that the Trustee shall exercise the Trustee’s powers only when authorized to do so in writing by the Beneficiaries. Subject to the written direction of the Beneficiaries, in addition to such powers, the Trustee is specifically authorized: A) To purchase any real property for the Trust at such times and on such terms as may be deemed beneficial to the Beneficiaries, including the power to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan. B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole or any part of the Trust Property. C) To take possession of the Trust Property in the event it becomes vacant. D) To sell at public auction or private sale, or to barter or exchange or otherwise dispose of any part or all of the Trust Property which may from time to time form part of the Trust estate, subject to such terms, conditions, and restrictions, and for such consideration, either cash or credit, as may be deemed beneficial to the Beneficiaries. E) To lease the whole or any part of the Trust Property for such consideration and on such terms as may be deemed beneficial to the Beneficiaries; provided, however, the Trustee shall not have the power to lease the whole or any part of the Trust Property for a period of time exceeding the term of the Trust then remaining. F) 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. G) To make, execute, acknowledge and deliver, solely in his or her capacity as Trustee, any and all documents, instruments or other obligations of whatever nature relating to the Trust Property, including, but not limited to, deeds, notes, deeds of trust, releases, easements, leases, option agreements or addendums, contracts, management and other agreements, closing statements, and affidavits, and generally to have full power to do all things and perform all acts necessary to make them proper and legal. H) To collect any and all money relating to the Trust Property which may be due and payable to the Trustee or to the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments of any type, and to deposit the money in any bank or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein provided. I) To pay all lawful taxes and assessments and the necessary expenses of the Trust. J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation. K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law or 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 deemed necessary or proper. L) To arrange, pay for and keep in force in the name and for the benefit of the Trustee such insurance as is deemed advisable with such companies, in such amounts and against such risks as are deemed necessary by the Trustee. M) To perform any act which the Beneficiaries direct the Trustee to perform.
Appears in 2 contracts
Sources: Trust Agreement, Trust Agreement
Powers of Trustee. The Trustee shall have all From time to time upon written request of Beneficiary and presentation of this Deed of Trust for endorsement, and without affecting the personal liability of any person for payment of any indebtedness or performance of the powers conferred upon trustees by the Texas Trust Codeobligation secured hereby, Trustee may, without liability therefor and by any future amendments to the Texas Trust Code or any corresponding statute, except for any instances in which the Texas Trust Code or such other statutory provisions may conflict with the express provisions of this Trust Agreement, in which case the provisions of this Trust Agreement shall control; provided, however, so long as the Trustee is the sole owner of record of the Trust Property and any other property held by the Trustee under this Trust Agreement, it is understood and agreed by the parties to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust that the Trustee shall exercise the Trustee’s powers only when authorized to do so in writing by the Beneficiaries. Subject to the written direction of the Beneficiaries, in addition to such powers, the Trustee is specifically authorized:
Awithout notice (i) To purchase any real property for the Trust at such times and on such terms as may be deemed beneficial to the Beneficiaries, including the power to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan.
B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole reconvey all or any part of the Trust Subject Property.
C; (ii) To take possession of consent to the Trust Property in the event it becomes vacant.
D) To sell at public auction or private sale, or to barter or exchange or otherwise dispose making of any part map or all plat thereof; (iii) join in granting any easement thereon; (iv) join in any declaration of covenants and restrictions; or (v) join in any extension agreement or any agreement subordinating the Trust Property which lien or charge hereof. Trustee or Beneficiary may from time to time form part of the Trust estate, subject apply to such terms, conditions, and restrictions, and for such consideration, either cash or credit, as may be deemed beneficial to the Beneficiaries.
E) To lease the whole or any part of the Trust Property for such consideration and on such terms as may be deemed beneficial to the Beneficiaries; provided, however, the Trustee shall not have the power to lease the whole or any part of the Trust Property for a period of time exceeding the term of the Trust then remaining.
F) 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.
G) To make, execute, acknowledge and deliver, solely in his or her capacity as Trustee, any and all documents, instruments or other obligations of whatever nature relating to the Trust Property, including, but not limited to, deeds, notes, deeds of trust, releases, easements, leases, option agreements or addendums, contracts, management and other agreements, closing statements, and affidavits, and generally to have full power to do all things and perform all acts necessary to make them proper and legal.
H) To collect any and all money relating to the Trust Property which may be due and payable to the Trustee or to the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments of any type, and to deposit the money in any bank or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein provided.
I) To pay all lawful taxes and assessments and the necessary expenses of the Trust.
J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation.
K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law or equity, or before any other bodies or tribunals; to begin suits competent jurisdiction for aid and to prosecute them to final judgment or decree; to compromise claims or suitsdirection in the execution of the trusts hereunder and the enforcement of the rights and remedies available hereunder, and to submit the same to arbitration when deemed necessary Trustee or proper.
L) To arrange, pay for and keep in force Beneficiary may obtain orders or decrees directing or confirming or approving acts in the name execution of said trusts and the enforcement of said remedies. Trustee has no obligation to notify any party of any pending sale or any action or proceeding unless held or commenced and maintained by Trustee under this Deed of Trust. Trustor shall pay to Trustee reasonable compensation and reimbursement for services and expenses in the benefit administration of the trusts created hereunder, including reasonable attorneys' fees. Trustor hereby agrees to indemnify Trustee such insurance as is deemed advisable with such companiesand Beneficiary against all losses, claims, demands and liability which either may incur, suffer or sustain in such amounts and against such risks as are deemed necessary by the Trustee.
M) To perform execution of the trust or trusts created hereunder or in the performance of any act which the Beneficiaries direct the Trustee to performrequired or permitted hereunder or by law.
Appears in 2 contracts
Sources: Lease Termination Agreement (Inktomi Corp), Participation and Put Option Agreement (Inktomi Corp)
Powers of Trustee. Section 3.1 The Trustee accepts and undertakes to discharge the Trust created by this Agreement upon the terms and conditions hereof and agrees, for the benefit of the Beneficiaries, to exercise such of the rights and powers vested in it by this Agreement in the same manner, and use the same degree of care and skill in its exercise, as a prudent person would exercise and use under the circumstances in the conduct of his own affairs, having due regard to the purposes of the Trust set forth in Article 2 hereof.
Section 3.2 In accepting the Trust hereby created, the Trustee acts solely as Trustee hereunder, and all persons having any claim against the Trustee in connection with its performance of its rights, powers and duties as such Trustee shall only look to the Trust Property for payment or satisfaction thereof.
Section 3.3 The Trustee shall have all of the powers conferred upon trustees by the Texas Trust Code, and by not commingle any future amendments to the Texas Trust Code or any corresponding statute, except for any instances in which the Texas Trust Code or such other statutory provisions may conflict with the express provisions of this Trust Agreement, in which case the provisions of this Trust Agreement shall control; provided, however, so long as the Trustee is the sole owner of record of the Trust Property with its own property or the property of any other person.
Section 3.4 The Trustee is hereby empowered to:
(a) perform all of the obligations and agreements of the Trust provided for in this Agreement;
(b) make payment under the Purchase Agreement and perform any other obligations and agreements under the Purchase Agreement necessary for the issuance by HomeFed Corporation of the Additional HomeFed Stock;
(c) keep and maintain an account in the name of the Trustee for the benefit of the Beneficiaries into which the Trustee shall deposit all Trust Property consisting of cash or cash equivalents (the "Trust Account"); the Trustee shall not permit any person other than the Trustee to have authority to make withdrawals from, or to issue drafts against, the Trust Account and no Trust Account may be maintained with any bank unless such bank has been furnished a copy of this Agreement;
(d) collect and receive all sums of money or other property due to the Trust;
(e) engage professionals, including attorneys, accountants, experts and others, to assist the Trustee in carrying out its duties hereunder;
(f) receive additional Trust Property and take all appropriate action necessary to preserve the value of Trust Property as the Trustee in the reasonable exercise of its discretion shall determine, subject to Article 4 hereof;
(g) vote and/or act with respect to the disposition of the Owned HomeFed Common Stock and, upon issuance, the Additional HomeFed Stock and any other property held shares of common stock of HomeFed Corporation that may then be Trust Property as directed in a written notice jointly signed by mutual agreement of Ian M. Cumming and Joseph S. Steinberg, each of whom is a Be▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Tr▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇y, are together thereby acting on behalf of all of the Beneficiaries;
(h) pay all reasonable and necessary Trust expenses incurred in the administration of the Trust, including without limitation, attorneys' fees and disbursements, accounting fees, expert fees and other costs and expenses arising out of the consummation of the transactions contemplated by the Trustee under this Trust Purchase Agreement;
(i) prepare and deliver written statements or notices, it is understood and agreed annually or otherwise, required by the parties law to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust be delivered to Beneficiaries; provided that the Trustee shall exercise have no obligation to deliver any statements or notices to a permitted transferee of a beneficial trust interest unless, prior to the date on which the statement or notice is required to be delivered, the Trustee receives (1) written notice adequately identifying the permitted transferee (including the transferee's name, address and tax identification number), and (2) reasonable evidence that the transfer was authorized by this Agreement;
(j) to file and execute, on behalf of the Trust such applications, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be necessary or desirable to register or establish the exemption from registration of the HomeFed Stock Interest, and/or any additional shares of common stock of HomeFed Corporation that may become Trust Property, under the Securities Act of 1933, as amended (the "Securities Act"), and under state securities or blue sky laws and to otherwise assist in the registration of such shares of common stock of HomeFed Corporation;
(k) maintain and preserve the originals of any and all instruments and documents pertaining to Trust Property; and
(l) take any of the foregoing action, and execute any documents relating thereto, in the Trustee’s powers only when authorized 's own name, on behalf of the Trust. Notwithstanding any other provision of this Agreement, the Trustee shall not, and is not empowered to, acquire any property after the date hereof other than the Trust Property (and any proceeds arising therefrom) or vary the investment of the Trust within the meaning of Treasury Regulation Section 301.7701- 4(c)(i).
Section 3.5 The Trustee shall prepare or have prepared, and file on behalf of the Trust all United States, federal, state and local income tax returns and information returns required to do so in writing be filed by the Beneficiaries. Subject Trust, and shall prepare and distribute to the written direction Beneficiaries any reports regarding any income, gain, deduction, credit or loss of the BeneficiariesTrust as are required by applicable law and, in addition to such powersthereto, as the Trustee is specifically authorized:
A) To purchase any real property for the Trust at such times and on such terms as may be deemed beneficial to the Beneficiaries, including the power to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan.
B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole or any part of the Trust Property.
C) To take possession of the Trust Property in the event it becomes vacant.
D) To sell at public auction or private sale, or to barter or exchange or otherwise dispose of any part or all of the Trust Property which its sole discretion may from time to time form part determine is appropriate or necessary to enable the Beneficiaries to determine their respective tax obligations arising out of the Trust estate, subject to such terms, conditions, and restrictions, and for such consideration, either cash or credit, as may be deemed beneficial to the Beneficiaries.
E) To lease the whole or any part operations of the Trust Property for such consideration and on such terms as may be deemed beneficial to the Beneficiaries; provided, however, the Trustee shall not have the power to lease the whole or any part of the Trust Property for a period of time exceeding the term of the Trust then remaining.
F) 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.
G) To makeSection 3.6 The Trustee may withhold from the amount distributable from the Trust at any time to any person such sum or sums as may be sufficient to pay any taxes which have been or may be imposed on such person or upon the Trust with respect to the amount distributable or to be distributed under the income tax laws of the United States or of any state or political subdivision or entity by reason of any distribution provided for hereunder, execute, acknowledge wherever such withholding is determined by the Trustee in its reasonable sole discretion to be required.
Section 3.7 The Trustee shall maintain records and deliver, solely in his or her capacity as Trustee, any and all documents, instruments or other obligations books of whatever nature account relating to the Trust Property, includingin accordance with generally accepted accounting principles consistently applied and shall, but not limited toat all reasonable times, deeds, notes, deeds of trust, releases, easements, leases, option agreements or addendums, contracts, management and other agreements, closing statements, and affidavits, and generally permit any authorized representative designated by a Beneficiary to have full power access, during normal business hours and upon reasonable notice, to do all things and perform all acts necessary to make them proper and legal.
H) To collect any and all money inspect and/or copy (at Beneficiary's expense payable at the time of copying), the financial records relating to the Trust Property. The Trustee shall provide to each Beneficiary, as soon as practicable after each anniversary of its creation and, in addition, after termination of the Trust, an unaudited financial statement and a report showing all transactions and the amounts thereof (including all sales or other dispositions of Trust Property which and expenses relating to the operation of the Trust) consummated during the reporting period.
Section 3.8 The Trustee may rely upon and shall be due protected in acting or refraining from acting upon any certificates, opinions, statements, instruments or reports believed by it to be genuine and payable to have been signed or presented by the proper person or persons; provided, however, that the Trustee shall be under a duty to have examined the same to determine whether or not such writings conform to the requirements of this Agreement.
Section 3.9 The Trustee and its agents shall not be liable for any error of business judgment or with respect to any action taken or omitted to be taken by them in their capacity as Trustee or agent, unless it shall be proved that the Trustee or its agents shall have been grossly negligent or shall have acted with willful misconduct in ascertaining the pertinent facts or in performing any of their rights, powers or duties hereunder. In the event such liability is proven, the Beneficiaries shall be entitled to reimbursement of their reasonable costs, including attorneys' fees and disbursements. The Trustee makes no representations as to the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments value or condition of any type, and to deposit the money in any bank or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein provided.
I) To pay all lawful taxes and assessments and the necessary expenses of the Trust.
J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation.
K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in or any court of law or equitypart thereof, or before any other bodies as to the security afforded by this Agreement, or tribunals; as to begin suits and to prosecute them to final judgment the validity, execution (except its own execution), enforceability, legality or decree; to compromise claims or suitssufficiency of this Agreement, and to submit the same to arbitration when deemed necessary Trustee shall incur no liability or properresponsibility in respect of such matters.
LSection 3.10 The Trustee shall have no duty to accomplish any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities law) To arrangeor any rerecording, pay for refiling or reregistration thereof.
Section 3.11 The Trustee shall be indemnified by and keep in force receive reimbursement from the Trust against and from any and all loss, liability, cost, damage or expense, including reasonable attorneys' fees and disbursements, which it may incur or sustain in the name exercise and for the benefit performance of any of its powers and duties as such Trustee under this Agreement, unless such loss, liability, cost, damage or expense shall be incurred or sustained as a result of the Trustee such insurance as is deemed advisable with such companies, in such amounts and against such risks as are deemed necessary by the Trustee's gross negligence or willful misconduct.
M) To perform any act which the Beneficiaries direct the Trustee to perform.
Appears in 2 contracts
Sources: Trust Agreement (Trust Between LNC & J a Orlando as Trustee Dated 8/14/98), Trust Agreement (Leucadia National Corp)
Powers of Trustee. The Trustee shall have all From time to time, upon written request of Beneficiary, upon presentation of this Deed of Trust for endorsement, and without affecting the personal liability of any Person for payment or performance of any of the powers conferred upon trustees by the Texas Trust CodeSecured Obligations secured hereby, Trustee may, without liability therefor and by any future amendments to the Texas Trust Code or any corresponding statutewithout notice, except for any instances in which the Texas Trust Code or such other statutory provisions may conflict with the express provisions of this Trust Agreement, in which case the provisions of this Trust Agreement shall control; provided, however, so long as the Trustee is the sole owner of record of the Trust Property and any other property held by the Trustee under this Trust Agreement, it is understood and agreed by the parties to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust that the Trustee shall exercise the Trustee’s powers only when authorized to do so in writing by the Beneficiaries. Subject to the written direction of the Beneficiaries, in addition to such powers, the Trustee is specifically authorized:
A(i) To purchase any real property for the Trust at such times and on such terms as may be deemed beneficial to the Beneficiaries, including the power to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan.
B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole reconvey all or any part of the Trust Property.
C, (ii) To take possession consent to the making of the Trust Property any map or plat thereof, (iii) join in the event it becomes vacant.
Dgranting any easement thereon, (iv) To sell at public auction or private salejoin in any declaration of covenants and restrictions, or to barter (v) join in any extension agreement or exchange any agreement subordinating the lien or otherwise dispose of any part charge hereof. Trustee or all of the Trust Property which Beneficiary may from time to time form part apply to any court of competent jurisdiction for aid and direction in the execution of the Trust estate, subject to such terms, conditionstrusts hereunder and the enforcement of the rights and remedies available hereunder, and restrictions, Trustee or Beneficiary may obtain orders or decrees directing or confirming or approving acts in the execution of said trusts and for such consideration, either cash or credit, as may be deemed beneficial the enforcement of said remedies. Trustee has no obligation to the Beneficiaries.
E) To lease the whole notify any party of any pending sale or any part action or proceeding unless held or commenced and maintained by Trustee under this Deed of Trust. Trustor shall pay to Trustee compensation and reimbursement for services and expenses in the administration of the Trust Property for such consideration trusts created hereunder, including attorneys' fees. Trustor indemnifies Trustee, Beneficiary and on such terms as may be deemed beneficial to the Beneficiaries; providedSecured Parties and their respective directors, howeverofficers, employees, agents and Affiliates against all losses, claims, demands and liabilities (including Environmental Costs) (except losses, claims, demands or liabilities arising solely from the Trustee shall not have the power to lease the whole gross negligence or any part willful misconduct of the Trust Property for indemnified party as finally determined by a period court of time exceeding competent jurisdiction) that Trustee, Beneficiary or the term Secured Parties may incur, suffer, or sustain in the execution of the trusts created hereunder or in the performance of any act required or permitted hereunder or by Applicable Law. The foregoing indemnity provision shall survive the termination of this Deed of Trust then remaining.
F) To repair, alter, tear down, add to and the removal 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.
G) To make, execute, acknowledge and deliver, solely in his or her capacity as Trustee, any and all documents, instruments or other obligations resignation of whatever nature relating to the Trust Property, including, but not limited to, deeds, notes, deeds of trust, releases, easements, leases, option agreements or addendums, contracts, management and other agreements, closing statements, and affidavits, and generally to have full power to do all things and perform all acts necessary to make them proper and legal.
H) To collect any and all money relating to the Trust Property which may be due and payable to the Trustee or to the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments of any type, and to deposit the money in any bank or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein providedBeneficiary.
I) To pay all lawful taxes and assessments and the necessary expenses of the Trust.
J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation.
K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law or 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 deemed necessary or proper.
L) To arrange, pay for and keep in force in the name and for the benefit of the Trustee such insurance as is deemed advisable with such companies, in such amounts and against such risks as are deemed necessary by the Trustee.
M) To perform any act which the Beneficiaries direct the Trustee to perform.
Appears in 1 contract
Powers of Trustee. The Debtor appoints Trustee shall have all its true attorney in fact to perform any of the powers conferred upon trustees by the Texas Trust Codefollowing powers, and by any future amendments to the Texas Trust Code or any corresponding statutewhich are coupled with an interest, except for any instances in which the Texas Trust Code or such other statutory provisions may conflict with the express provisions are irrevocable until termination of this Trust Agreement, in which case the provisions of this Trust Agreement shall control; provided, however, so long as the Trustee is the sole owner of record of the Trust Property and any other property held by the Trustee under this Trust Agreement, it is understood and agreed by the parties to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust that the Trustee shall exercise the Trustee’s powers only when authorized to do so in writing by the Beneficiaries. Subject to the written direction of the Beneficiaries, in addition to such powers, the Trustee is specifically authorized:
A) To purchase any real property for the Trust at such times and on such terms as may be deemed beneficial to the Beneficiaries, including the power to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan.
B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole or any part of the Trust Property.
C) To take possession of the Trust Property in the event it becomes vacant.
D) To sell at public auction or private sale, or to barter or exchange or otherwise dispose of any part or all of the Trust Property which may exercised from time to time form part by Trustee’s officers and employees, or any of them, upon an Event of Default, and subject to the terms of the Trust estateIntercreditor Agreement: (a) to perform any obligation of Debtor hereunder in Debtor’s name or otherwise; (b) to give notice to others of Trustee’s rights in the Collateral and Proceeds, subject to such terms, conditions, enforce or forebear from enforcing the same and restrictions, make extension and for such consideration, either cash modification agreements with respect thereto; (c) to release persons liable on Collateral or credit, as may be deemed beneficial Proceeds and to the Beneficiaries.
Egive receipts and acquaintances and compromise disputes in connection therewith; (d) To lease the whole or to resort to security in any part of the Trust Property for such consideration and on such terms as may be deemed beneficial order; (e) to the Beneficiaries; provided, however, the Trustee shall not have the power to lease the whole or any part of the Trust Property for a period of time exceeding the term of the Trust then remaining.
F) 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.
G) To makeprepare, execute, acknowledge file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release Trustee’s interest in the Collateral and deliverProceeds; (f) to receive, solely in his or her capacity as Trustee, any open and all documentsread mail addressed to Debtor with respect to the Collateral; (g) to take cash, instruments for the payment of money and other property to which Trustee is entitled; (h) to verify facts concerning the Collateral and Proceeds by inquiry of obligors thereon, or other obligations otherwise, in its own name or a fictitious name; (i) to endorse, collect, deliver and receive payment under instruments for the payment of whatever nature money constituting or relating to the Trust PropertyProceeds; (i) to exercise all rights, includingpowers and remedies’ which Debtor would have, but not limited tofor this Agreement, deeds, notes, deeds with respect to all Collateral and Proceeds subject hereto; (j) to enter onto Debtor’s premises in inspecting the Collateral upon reasonable prior notice; (k) to preserve or release the interest evidenced by chattel paper to which Trustee is entitled hereunder and to endorse and deliver any evidence of trust, releases, easements, leases, option agreements or addendums, contracts, management title incidental thereto; and other agreements, closing statements, and affidavits, and generally to have full power (1) to do all acts and things and perform execute all acts necessary to make them proper and legal.
H) To collect any and all money relating to the Trust Property which may be due and payable to the Trustee or to the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments of any type, and to deposit the money in any bank or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein provided.
I) To pay all lawful taxes and assessments and the necessary expenses of the Trust.
J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation.
K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law or 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 deemed necessary or proper.
L) To arrange, pay for and keep in force documents in the name of Debtor or otherwise, deemed by Trustee as necessary, proper and for convenient in connection with the benefit preservation, perfection or enforcement of the Trustee such insurance as is deemed advisable with such companies, in such amounts and against such risks as are deemed necessary by the Trusteeits rights hereunder.
M) To perform any act which the Beneficiaries direct the Trustee to perform.
Appears in 1 contract
Powers of Trustee. Section 3.1 The Trustee accepts and undertakes to discharge the Trust created by this Agreement upon the terms and conditions hereof and agrees, for the benefit of the Beneficiaries, to exercise such of the rights and powers vested in it by this Agreement in the same manner, and use the same degree of care and skill in its exercise, as a prudent person would exercise and use under the circumstances in the conduct of his own affairs, having due regard to the purposes of the Trust set forth in Article 2 hereof.
Section 3.2 In accepting the Trust hereby created, the Trustee acts solely as Trustee hereunder, and all persons having any claim against the Trustee in connection with its performance of its rights, powers and duties as such Trustee shall only look to the Trust Property for payment or satisfaction thereof.
Section 3.3 The Trustee shall have all of the powers conferred upon trustees by the Texas Trust Code, and by not commingle any future amendments to the Texas Trust Code or any corresponding statute, except for any instances in which the Texas Trust Code or such other statutory provisions may conflict with the express provisions of this Trust Agreement, in which case the provisions of this Trust Agreement shall control; provided, however, so long as the Trustee is the sole owner of record of the Trust Property with its own property or the property of any other person.
Section 3.4 The Trustee is hereby empowered to:
(a) perform all of the obligations and agreements of the Trust provided for in this Agreement;
(b) make payment under the Purchase Agreement and perform any other obligations and agreements under the Purchase Agreement necessary for the issuance by HomeFed Corporation of the Additional HomeFed Stock;
(c) keep and maintain an account in the name of the Trustee for the benefit of the Beneficiaries into which the Trustee shall deposit all Trust Property consisting of cash or cash equivalents (the "Trust Account"); the Trustee shall not permit any person other than the Trustee to have authority to make withdrawals from, or to issue drafts against, the Trust Account and no Trust Account may be maintained with any bank unless such bank has been furnished a copy of this Agreement;
(d) collect and receive all sums of money or other property due to the Trust;
(e) engage professionals, including attorneys, accountants, experts and others, to assist the Trustee in carrying out its duties hereunder;
(f) receive additional Trust Property and take all appropriate action necessary to preserve the value of Trust Property as the Trustee in the reasonable exercise of its discretion shall determine, subject to Article 4 hereof;
(g) vote and/or act with respect to the disposition of the Owned HomeFed Common Stock and, upon issuance, the Additional HomeFed Stock and any other property held shares of common stock of HomeFed Corporation that may then be Trust Property as directed in a written notice jointly signed by mutual agreement of Ian M. Cumming and Joseph S. Steinberg, each of whom is a Be▇▇▇▇▇▇▇▇▇ ▇▇ ▇he Tr▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, are together thereby acting on behalf of all of the Beneficiaries;
(h) pay all reasonable and necessary Trust expenses incurred in the administration of the Trust, including without limitation, attorneys' fees and disbursements, accounting fees, expert fees and other costs and expenses arising out of the consummation of the transactions contemplated by the Trustee under this Trust Purchase Agreement;
(i) prepare and deliver written statements or notices, it is understood and agreed annually or otherwise, required by the parties law to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust be delivered to Beneficiaries; provided that the Trustee shall exercise have no obligation to deliver any statements or notices to a permitted transferee of a beneficial trust interest unless, prior to the date on which the statement or notice is required to be delivered, the Trustee receives (1) written notice adequately identifying the permitted transferee (including the transferee's name, address and tax identification number), and (2) reasonable evidence that the transfer was authorized by this Agreement;
(j) to file and execute, on behalf of the Trust such applications, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be necessary or desirable to register or establish the exemption from registration of the HomeFed Stock Interest, and/or any additional shares of common stock of HomeFed Corporation that may become Trust Property, under the Securities Act of 1933, as amended (the "Securities Act"), and under state securities or blue sky laws and to otherwise assist in the registration of such shares of common stock of HomeFed Corporation;
(k) maintain and preserve the originals of any and all instruments and documents pertaining to Trust Property; and
(l) take any of the foregoing action, and execute any documents relating thereto, in the Trustee’s powers only when authorized 's own name, on behalf of the Trust. Notwithstanding any other provision of this Agreement, the Trustee shall not, and is not empowered to, acquire any property after the date hereof other than the Trust Property (and any proceeds arising therefrom) or vary the investment of the Trust within the meaning of Treasury Regulation Section 301.7701-4(c)(i).
Section 3.5 The Trustee shall prepare or have prepared, and file on behalf of the Trust all United States, federal, state and local income tax returns and information returns required to do so in writing be filed by the Beneficiaries. Subject Trust, and shall prepare and distribute to the written direction Beneficiaries any reports regarding any income, gain, deduction, credit or loss of the BeneficiariesTrust as are required by applicable law and, in addition to such powersthereto, as the Trustee is specifically authorized:
A) To purchase any real property for the Trust at such times and on such terms as may be deemed beneficial to the Beneficiaries, including the power to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan.
B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole or any part of the Trust Property.
C) To take possession of the Trust Property in the event it becomes vacant.
D) To sell at public auction or private sale, or to barter or exchange or otherwise dispose of any part or all of the Trust Property which its sole discretion may from time to time form part determine is appropriate or necessary to enable the Beneficiaries to determine their respective tax obligations arising out of the Trust estate, subject to such terms, conditions, and restrictions, and for such consideration, either cash or credit, as may be deemed beneficial to the Beneficiaries.
E) To lease the whole or any part operations of the Trust Property for such consideration and on such terms as may be deemed beneficial to the Beneficiaries; provided, however, the Trustee shall not have the power to lease the whole or any part of the Trust Property for a period of time exceeding the term of the Trust then remaining.
F) 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.
G) To makeSection 3.6 The Trustee may withhold from the amount distributable from the Trust at any time to any person such sum or sums as may be sufficient to pay any taxes which have been or may be imposed on such person or upon the Trust with respect to the amount distributable or to be distributed under the income tax laws of the United States or of any state or political subdivision or entity by reason of any distribution provided for hereunder, execute, acknowledge wherever such withholding is determined by the Trustee in its reasonable sole discretion to be required.
Section 3.7 The Trustee shall maintain records and deliver, solely in his or her capacity as Trustee, any and all documents, instruments or other obligations books of whatever nature account relating to the Trust Property, includingin accordance with generally accepted accounting principles consistently applied and shall, but not limited toat all reasonable times, deeds, notes, deeds of trust, releases, easements, leases, option agreements or addendums, contracts, management and other agreements, closing statements, and affidavits, and generally permit any authorized representative designated by a Beneficiary to have full power access, during normal business hours and upon reasonable notice, to do all things and perform all acts necessary to make them proper and legal.
H) To collect any and all money inspect and/or copy (at Beneficiary's expense payable at the time of copying), the financial records relating to the Trust Property. The Trustee shall provide to each Beneficiary, as soon as practicable after each anniversary of its creation and, in addition, after termination of the Trust, an unaudited financial statement and a report showing all transactions and the amounts thereof (including all sales or other dispositions of Trust Property which and expenses relating to the operation of the Trust) consummated during the reporting period.
Section 3.8 The Trustee may rely upon and shall be due protected in acting or refraining from acting upon any certificates, opinions, statements, instruments or reports believed by it to be genuine and payable to have been signed or presented by the proper person or persons; provided, however, that the Trustee shall be under a duty to have examined the same to determine whether or not such writings conform to the requirements of this Agreement.
Section 3.9 The Trustee and its agents shall not be liable for any error of business judgment or with respect to any action taken or omitted to be taken by them in their capacity as Trustee or agent, unless it shall be proved that the Trustee or its agents shall have been grossly negligent or shall have acted with willful misconduct in ascertaining the pertinent facts or in performing any of their rights, powers or duties hereunder. In the event such liability is proven, the Beneficiaries shall be entitled to reimbursement of their reasonable costs, including attorneys' fees and disbursements. The Trustee makes no representations as to the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments value or condition of any type, and to deposit the money in any bank or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein provided.
I) To pay all lawful taxes and assessments and the necessary expenses of the Trust.
J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation.
K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in or any court of law or equitypart thereof, or before any other bodies as to the security afforded by this Agreement, or tribunals; as to begin suits and to prosecute them to final judgment the validity, execution (except its own execution), enforceability, legality or decree; to compromise claims or suitssufficiency of this Agreement, and to submit the same to arbitration when deemed necessary Trustee shall incur no liability or properresponsibility in respect of such matters.
LSection 3.10 The Trustee shall have no duty to accomplish any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities law) To arrangeor any rerecording, pay for refiling or reregistration thereof.
Section 3.11 The Trustee shall be indemnified by and keep in force receive reimbursement from the Trust against and from any and all loss, liability, cost, damage or expense, including reasonable attorneys' fees and disbursements, which it may incur or sustain in the name exercise and for the benefit performance of any of its powers and duties as such Trustee under this Agreement, unless such loss, liability, cost, damage or expense shall be incurred or sustained as a result of the Trustee such insurance as is deemed advisable with such companies, in such amounts and against such risks as are deemed necessary by the Trustee's gross negligence or willful misconduct.
M) To perform any act which the Beneficiaries direct the Trustee to perform.
Appears in 1 contract
Powers of Trustee. Section 3.1 The Trustee accepts and undertakes to discharge the Trust created by this Agreement upon the terms and conditions hereof and agrees, for the benefit of the Beneficiaries, to exercise such of the rights and powers vested in it by this Agreement in the same manner, and use the same degree of care and skill in its exercise, as a prudent person would exercise and use under the circumstances in the conduct of his own affairs, having due regard to the purposes of the Trust set forth in Article 2 hereof.
Section 3.2 In accepting the Trust hereby created, the Trustee acts solely as Trustee hereunder, and all persons having any claim against the Trustee in connection with its performance of its rights, powers and duties as such Trustee shall only look to the Trust Property for payment or satisfaction thereof.
Section 3.3 The Trustee shall have all of the powers conferred upon trustees by the Texas Trust Code, and by not commingle any future amendments to the Texas Trust Code or any corresponding statute, except for any instances in which the Texas Trust Code or such other statutory provisions may conflict with the express provisions of this Trust Agreement, in which case the provisions of this Trust Agreement shall control; provided, however, so long as the Trustee is the sole owner of record of the Trust Property with its own property or the property of any other person.
Section 3.4 The Trustee is hereby empowered to:
(a) perform all of the obligations and agreements of the Trust provided for in this Agreement;
(b) make payment under the Purchase Agreement and perform any other obligations and agreements under the Purchase Agreement necessary for the issuance by HomeFed Corporation of the Additional HomeFed Stock;
(c) keep and maintain an account in the name of the Trustee for the benefit of the Beneficiaries into which the Trustee shall deposit all Trust Property consisting of cash or cash equivalents (the "Trust Account"); the Trustee shall not permit any person other than the Trustee to have authority to make withdrawals from, or to issue drafts against, the Trust Account and no Trust Account may be maintained with any bank unless such bank has been furnished a copy of this Agreement;
(d) collect and receive all sums of money or other property due to the Trust;
(e) engage professionals, including attorneys, accountants, experts and others, to assist the Trustee in carrying out its duties hereunder;
(f) receive additional Trust Property and take all appropriate action necessary to preserve the value of Trust Property as the Trustee in the reasonable exercise of its discretion shall determine, subject to Article 4 hereof;
(g) vote and/or act with respect to the disposition of the Owned HomeFed Common Stock and, upon issuance, the Additional HomeFed Stock and any other property held shares of common stock of HomeFed Corporation that may then be Trust Property as directed in a written notice jointly signed by mutual agreement of Ian M. Cumming and Joseph S. Steinberg, each of whom is a Benef▇▇▇▇▇▇ ▇▇ ▇▇▇ Trust ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, are together thereby acting on behalf of all of the Beneficiaries;
(h) pay all reasonable and necessary Trust expenses incurred in the administration of the Trust, including without limitation, attorneys' fees and disbursements, accounting fees, expert fees and other costs and expenses arising out of the consummation of the transactions contemplated by the Trustee under this Trust Purchase Agreement;
(i) prepare and deliver written statements or notices, it is understood and agreed annually or otherwise, required by the parties law to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust be delivered to Beneficiaries; provided that the Trustee shall exercise have no obligation to deliver any statements or notices to a permitted transferee of a beneficial trust interest unless, prior to the date on which the statement or notice is required to be delivered, the Trustee receives (1) written notice adequately identifying the permitted transferee (including the transferee's name, address and tax identification number), and (2) reasonable evidence that the transfer was authorized by this Agreement;
(j) to file and execute, on behalf of the Trust such applications, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be necessary or desirable to register or establish the exemption from registration of the HomeFed Stock Interest, and/or any additional shares of common stock of HomeFed Corporation that may become Trust Property, under the Securities Act of 1933, as amended (the "Securities Act"), and under state securities or blue sky laws and to otherwise assist in the registration of such shares of common stock of HomeFed Corporation;
(k) maintain and preserve the originals of any and all instruments and documents pertaining to Trust Property; and
(l) take any of the foregoing action, and execute any documents relating thereto, in the Trustee’s powers only when authorized 's own name, on behalf of the Trust. Notwithstanding any other provision of this Agreement, the Trustee shall not, and is not empowered to, acquire any property after the date hereof other than the Trust Property (and any proceeds arising therefrom) or vary the investment of the Trust within the meaning of Treasury Regulation Section 301.7701- 4(c)(i).
Section 3.5 The Trustee shall prepare or have prepared, and file on behalf of the Trust all United States, federal, state and local income tax returns and information returns required to do so in writing be filed by the Beneficiaries. Subject Trust, and shall prepare and distribute to the written direction Beneficiaries any reports regarding any income, gain, deduction, credit or loss of the BeneficiariesTrust as are required by applicable law and, in addition to such powersthereto, as the Trustee is specifically authorized:
A) To purchase any real property for the Trust at such times and on such terms as may be deemed beneficial to the Beneficiaries, including the power to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan.
B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole or any part of the Trust Property.
C) To take possession of the Trust Property in the event it becomes vacant.
D) To sell at public auction or private sale, or to barter or exchange or otherwise dispose of any part or all of the Trust Property which its sole discretion may from time to time form part determine is appropriate or necessary to enable the Beneficiaries to determine their respective tax obligations arising out of the Trust estate, subject to such terms, conditions, and restrictions, and for such consideration, either cash or credit, as may be deemed beneficial to the Beneficiaries.
E) To lease the whole or any part operations of the Trust Property for such consideration and on such terms as may be deemed beneficial to the Beneficiaries; provided, however, the Trustee shall not have the power to lease the whole or any part of the Trust Property for a period of time exceeding the term of the Trust then remaining.
F) 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.
G) To makeSection 3.6 The Trustee may withhold from the amount distributable from the Trust at any time to any person such sum or sums as may be sufficient to pay any taxes which have been or may be imposed on such person or upon the Trust with respect to the amount distributable or to be distributed under the income tax laws of the United States or of any state or political subdivision or entity by reason of any distribution provided for hereunder, execute, acknowledge wherever such withholding is determined by the Trustee in its reasonable sole discretion to be required.
Section 3.7 The Trustee shall maintain records and deliver, solely in his or her capacity as Trustee, any and all documents, instruments or other obligations books of whatever nature account relating to the Trust Property, includingin accordance with generally accepted accounting principles consistently applied and shall, but not limited toat all reasonable times, deeds, notes, deeds of trust, releases, easements, leases, option agreements or addendums, contracts, management and other agreements, closing statements, and affidavits, and generally permit any authorized representative designated by a Beneficiary to have full power access, during normal business hours and upon reasonable notice, to do all things and perform all acts necessary to make them proper and legal.
H) To collect any and all money inspect and/or copy (at Beneficiary's expense payable at the time of copying), the financial records relating to the Trust Property. The Trustee shall provide to each Beneficiary, as soon as practicable after each anniversary of its creation and, in addition, after termination of the Trust, an unaudited financial statement and a report showing all transactions and the amounts thereof (including all sales or other dispositions of Trust Property which and expenses relating to the operation of the Trust) consummated during the reporting period.
Section 3.8 The Trustee may rely upon and shall be due protected in acting or refraining from acting upon any certificates, opinions, statements, instruments or reports believed by it to be genuine and payable to have been signed or presented by the proper person or persons; provided, however, that the Trustee shall be under a duty to have examined the same to determine whether or not such writings conform to the requirements of this Agreement.
Section 3.9 The Trustee and its agents shall not be liable for any error of business judgment or with respect to any action taken or omitted to be taken by them in their capacity as Trustee or agent, unless it shall be proved that the Trustee or its agents shall have been grossly negligent or shall have acted with willful misconduct in ascertaining the pertinent facts or in performing any of their rights, powers or duties hereunder. In the event such liability is proven, the Beneficiaries shall be entitled to reimbursement of their reasonable costs, including attorneys' fees and disbursements. The Trustee makes no representations as to the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments value or condition of any type, and to deposit the money in any bank or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein provided.
I) To pay all lawful taxes and assessments and the necessary expenses of the Trust.
J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation.
K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in or any court of law or equitypart thereof, or before any other bodies as to the security afforded by this Agreement, or tribunals; as to begin suits and to prosecute them to final judgment the validity, execution (except its own execution), enforceability, legality or decree; to compromise claims or suitssufficiency of this Agreement, and to submit the same to arbitration when deemed necessary Trustee shall incur no liability or properresponsibility in respect of such matters.
LSection 3.10 The Trustee shall have no duty to accomplish any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities law) To arrangeor any rerecording, pay for refiling or reregistration thereof.
Section 3.11 The Trustee shall be indemnified by and keep in force receive reimbursement from the Trust against and from any and all loss, liability, cost, damage or expense, including reasonable attorneys' fees and disbursements, which it may incur or sustain in the name exercise and for the benefit performance of any of its powers and duties as such Trustee under this Agreement, unless such loss, liability, cost, damage or expense shall be incurred or sustained as a result of the Trustee such insurance as is deemed advisable with such companies, in such amounts and against such risks as are deemed necessary by the Trustee's gross negligence or willful misconduct.
M) To perform any act which the Beneficiaries direct the Trustee to perform.
Appears in 1 contract
Sources: Trust Agreement (Homefed Corp)
Powers of Trustee. It shall be the duty of the Trustee to receive all contributions which shall be made to the Trust and, subject to the provisions of Article V relating to Participants', Beneficiaries' and Plan Administrator's investment directions and this Article, to hold, invest and reinvest such funds in the Trust, and to make payments therefrom in accordance with the written directions of the Plan Administrator. The Trustee shall have all no responsibility for the correctness under the terms of the powers conferred upon trustees by Plan or Trust of any written directions which it receives from the Texas Trust Code, and by any future amendments Plan Administrator. The Trustee shall have no discretion or authority with respect to the Texas investment of the Trust Code or any corresponding statute, except for any instances but shall act solely as a directed trustee of the funds contributed to it. In addition to and not in which the Texas Trust Code or limitation of such other statutory provisions may conflict with the express provisions of this Trust Agreement, in which case the provisions of this Trust Agreement shall control; provided, however, so long powers as the Trustee is the sole owner of record has by law or under any other provisions of the Trust Property and any other property held by Plan, the Trustee under this Trust Agreementwill have the following powers, it is understood and agreed by the parties to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust that each of which the Trustee shall exercise the Trustee’s powers only when authorized to do so exercises solely as directed Trustee in writing by the Beneficiaries. Subject to accordance with the written direction of the Beneficiaries, Plan Administrator except to the extent a Plan asset is subject to Participant direction of investment and provided that no such power shall be exercised in addition to such powers, any manner inconsistent with the Trustee is specifically authorizedprovisions of ERISA:
A(a) To purchase any real property for the Trust at such times and on such terms as may be deemed beneficial to the Beneficiaries, including the power to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan.
B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole deal with all or any part of the Trust Property.
C) To take possession and to invest all or part of the Trust Property in investments available under the event it becomes vacant.Plan, without regard to the law of any state regarding proper investment;
D(b) To sell at public auction retain uninvested such cash as it may deem necessary or private saleadvisable, or to barter or without liability for interest thereon, for the administration of the Trust;
(c) To sell, convert, redeem, exchange or otherwise dispose of any part or all of the Trust Property which may from time to time form part of the Trust estate, subject to such terms, conditions, and restrictions, and for such consideration, either cash or credit, as may be deemed beneficial to the Beneficiaries.
E) To lease the whole or any part of the Trust Property for assets constituting the Trust;
(d) To enforce by suit or otherwise, or to waive, its rights on behalf of the Trust, and to defend claims asserted against it or the Trust, provided that the Trustee is indemnified to its satisfaction against liability and expenses;
(e) To employ such consideration agents and on such terms counsel as may be deemed beneficial reasonably necessary in collecting, managing, administering, investing, distributing and protecting the Trust or the assets thereof and to pay them reasonable compensation;
(f) To compromise, adjust and settle any and all claims against or in favor of it or the Trust;
(g) To oppose, or participate in and consent to the Beneficiaries; providedreorganization, howevermerger, the Trustee shall not have the power to lease the whole consolidation, or any part readjustment of the Trust Property finances of any enterprise, to pay assessments and expenses in connection therewith, and to deposit securities under deposit agreements;
(h) To apply for a period or purchase annuity contracts;
(i) To hold securities unregistered, or to register them in its own name or in the name of time exceeding nominees;
(j) To appoint customers to hold investments within the term jurisdiction of the Trust then remaining.district courts of the United States and to deposit securities with stock clearing corporations or depositories or similar organizations;
F) 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.
G(k) To make, execute, acknowledge and deliver, solely in his or her capacity as Trustee, deliver any and all documents, instruments that it deems necessary or other obligations appropriate to carry out the powers herein granted; and
(l) Generally to exercise any of whatever nature relating the powers of an owner with respect to the Trust Property, including, but not limited to, deeds, notes, deeds of trust, releases, easements, leases, option agreements all or addendums, contracts, management and other agreements, closing statements, and affidavits, and generally to have full power to do all things and perform all acts necessary to make them proper and legal.
H) To collect any and all money relating to the Trust Property which may be due and payable to the Trustee or to the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments of any type, and to deposit the money in any bank or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein provided.
I) To pay all lawful taxes and assessments and the necessary expenses part of the Trust.
J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors . The Employer specifically acknowledges and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation.
K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law or 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 deemed necessary or proper.
L) To arrange, pay for and keep in force in the name and for the benefit authorizes that affiliates of the Trustee may act as its agent in the performance of ministerial, nonfiduciary duties under the Trust. The expenses and compensation of such insurance as is deemed advisable with such companies, in such amounts and against such risks as are deemed necessary agent shall be paid by the Trustee.
M) To perform any act which the Beneficiaries direct the Trustee to perform.
Appears in 1 contract
Powers of Trustee. The Trustee shall have all From time to time upon the written request of Beneficiary and presentation of this Deed of Trust for endorsement, and without affecting the personal liability of any person for payment of any indebtedness or performance of the powers conferred upon trustees by the Texas Trust Codeobligation secured hereby, Trustee may, without liability therefor and by any future amendments to the Texas Trust Code or any corresponding statutewithout notice, except for any instances in which the Texas Trust Code or such other statutory provisions may conflict with the express provisions of this Trust Agreement, in which case the provisions of this Trust Agreement shall control; provided, however, so long as the Trustee is the sole owner of record of the Trust Property and any other property held by the Trustee under this Trust Agreement, it is understood and agreed by the parties to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust that the Trustee shall exercise the Trustee’s powers only when authorized to do so in writing by the Beneficiaries. Subject to the written direction of the Beneficiaries, in addition to such powers, the Trustee is specifically authorized:
A(i) To purchase any real property for the Trust at such times and on such terms as may be deemed beneficial to the Beneficiaries, including the power to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan.
B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole reconvey all or any part of the Trust Property.
C, (ii) To take possession consent to the making of any map or plat thereof, (iii) join in granting any easement thereon, (iv) join in any declaration of covenants and restrictions, or (v) join in any extension agreement or any agreement subordinating the lien or charge hereof. Trustee shall, upon request by Trustor, and at no expense to Trustee or Beneficiary, consent to utility easements, subdivision maps and similar rights in the Property granted or applied for by Trustor, provided that rights granted or applied for (a) are customary in connection with the development of real property, (b) are reasonable in form and content, and (c) do not materially and adversely diminish the value of the Trust Property in the event it becomes vacant.
D) To sell at public auction Property. Trustee or private sale, or to barter or exchange or otherwise dispose of any part or all of the Trust Property which Beneficiary may from time to time form part apply to any court of competent jurisdiction for aid and direction in the execution of the Trust estate, subject to such terms, conditionstrusts hereunder and the enforcement of the rights and remedies available hereunder, and restrictions, Trustee or Beneficiary may obtain orders or decrees directing or confirming or approving acts in the execution of said trusts and for such consideration, either cash or credit, as may be deemed beneficial the enforcement of said remedies. Trustee has no obligation to the Beneficiaries.
E) To lease the whole notify any party of any pending sale or any part action or proceeding unless held or commenced and maintained by Trustee under this Deed of Trust. Trustor shall pay to Trustee reasonable compensation and rents for services and expenses in the administration of the Trust Property for such consideration trusts created hereunder upon the occurrence of an Event of Default, including reasonable attorneys’ fees. Trustor indemnifies Trustee and on such terms as may be deemed beneficial to Beneficiary against all losses, claims, demands and liabilities (except losses, claims, demands or liabilities arising from the Beneficiaries; provided, however, the Trustee shall not have the power to lease the whole negligence or any part willful misconduct of the Trust Property for a period of time exceeding the term of the Trust then remaining.
Findemnified party) 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.
G) To make, execute, acknowledge and deliver, solely in his or her capacity as Trustee, any and all documents, instruments or other obligations of whatever nature relating to the Trust Property, including, but not limited to, deeds, notes, deeds of trust, releases, easements, leases, option agreements or addendums, contracts, management and other agreements, closing statements, and affidavits, and generally to have full power to do all things and perform all acts necessary to make them proper and legal.
H) To collect any and all money relating to the Trust Property which may be due and payable to incurred, suffered or sustained in the Trustee execution of the trusts created hereunder or to in the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments performance of any type, and to deposit the money in any bank act required or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein providedpermitted hereunder or by law.
I) To pay all lawful taxes and assessments and the necessary expenses of the Trust.
J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation.
K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law or 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 deemed necessary or proper.
L) To arrange, pay for and keep in force in the name and for the benefit of the Trustee such insurance as is deemed advisable with such companies, in such amounts and against such risks as are deemed necessary by the Trustee.
M) To perform any act which the Beneficiaries direct the Trustee to perform.
Appears in 1 contract
Sources: Indenture
Powers of Trustee. The Trustee shall have all From time to time, upon written request of Beneficiary, and upon presentation of this Deed of Trust for endorsement, and without affecting the personal liability of any Person for payment or performance of any of the powers conferred upon trustees by the Texas Trust CodeObligations secured hereby, Trustee may, without liability therefor and by any future amendments to the Texas Trust Code or any corresponding statutewithout notice, except for any instances in which the Texas Trust Code or such other statutory provisions may conflict with the express provisions of this Trust Agreement, in which case the provisions of this Trust Agreement shall control; provided, however, so long as the Trustee is the sole owner of record of the Trust Property and any other property held by the Trustee under this Trust Agreement, it is understood and agreed by the parties to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust that the Trustee shall exercise the Trustee’s powers only when authorized to do so in writing by the Beneficiaries. Subject to the written direction of the Beneficiaries, in addition to such powers, the Trustee is specifically authorized:
A(i) To purchase any real property for the Trust at such times and on such terms as may be deemed beneficial to the Beneficiaries, including the power to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan.
B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole reconvey all or any part of the Trust Property.
C, (ii) To take possession consent to the making of the Trust Property any map or plat thereof, (iii) join in the event it becomes vacant.
Dgranting any easement thereon, (iv) To sell at public auction or private salejoin in any declaration of covenants and restrictions, or to barter (v) join in any extension agreement or exchange any agreement subordinating the Encumbrance or otherwise dispose of any part charge hereof. Trustee or all of the Trust Property which Beneficiary may from time to time form part of the Trust estate, subject apply to such terms, conditions, and restrictions, and for such consideration, either cash or credit, as may be deemed beneficial to the Beneficiaries.
E) To lease the whole or any part of the Trust Property for such consideration and on such terms as may be deemed beneficial to the Beneficiaries; provided, however, the Trustee shall not have the power to lease the whole or any part of the Trust Property for a period of time exceeding the term of the Trust then remaining.
F) 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.
G) To make, execute, acknowledge and deliver, solely in his or her capacity as Trustee, any and all documents, instruments or other obligations of whatever nature relating to the Trust Property, including, but not limited to, deeds, notes, deeds of trust, releases, easements, leases, option agreements or addendums, contracts, management and other agreements, closing statements, and affidavits, and generally to have full power to do all things and perform all acts necessary to make them proper and legal.
H) To collect any and all money relating to the Trust Property which may be due and payable to the Trustee or to the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments of any type, and to deposit the money in any bank or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein provided.
I) To pay all lawful taxes and assessments and the necessary expenses of the Trust.
J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation.
K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law competent jurisdiction for aid and direction in the execution of the trusts hereunder and the enforcement of the rights and remedies available hereunder, and Trustee or equityBeneficiary may obtain orders or decrees directing or confirming or approving acts in the execution of said trusts and the enforcement of said remedies. Trustee has no obligation to notify any party of any pending sale or any action or proceeding unless held or commenced and maintained by Trustee under this Deed of Trust. Trustor shall pay to Trustee compensation and reimbursement for services and expenses in the administration of the trusts created hereunder upon the occurrence and during the continuance of an Event of Default, including attorneys’ fees. Trustor indemnifies Trustee and Beneficiary and their respective directors, officers, employees, agents and Affiliates against all losses, claims, demands and liabilities (except losses, claims, demands or liabilities arising solely as a direct result of the gross negligence or willful misconduct of the indemnified party as finally determined by a court of competent jurisdiction) that Trustee or Beneficiary may incur, suffer, 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 deemed necessary or proper.
L) To arrange, pay for and keep in force sustain in the name and for the benefit execution of the Trustee such insurance as is deemed advisable with such companies, trusts created hereunder or in such amounts and against such risks as are deemed necessary by the Trustee.
M) To perform performance of any act which required or permitted hereunder or by Applicable Law. The foregoing indemnity provision shall survive the Beneficiaries direct termination of this Deed of Trust, the removal or resignation of Trustee to performand the assignment of this Deed of Trust by Beneficiary.
Appears in 1 contract
Powers of Trustee. The Trustee shall have be pres- ent, in person or represented by proxy, at all annual and spe- cial meetings of shareholders of the powers conferred upon trustees by Company so that all Trust Stock may be counted for the Texas Trust Codepurposes of determining the pres- ence of a quorum at such meetings. Parent and Acquiror agree, and by any future amendments the Trustee acknowledges, that the Trustee shall not par- ticipate in or interfere with the management of the Company and shall take no other actions with respect to the Texas Trust Code or any corresponding statute, Company except for any instances in which the Texas Trust Code or such other statutory provisions may conflict accordance with the express provisions terms hereof. The Trustee shall exer- cise all voting rights in respect of this the Trust Stock to approve and effect the Merger, and in favor of any proposal or action necessary or desirable to effect, or consistent with the effec- tuation of, the Parent and Acquiror's acquisition of the Com- pany, pursuant to the Merger Agreement, and without limiting the generality of the foregoing, if there shall be with respect to the Board of Directors of the Company an "Election Contest" as defined in the Proxy Rules of the Securities and Exchange Commission, in which case one slate of nominees shall support the provisions effectuation of this Trust Agreement the Merger and another slate oppose it, then the Trustee shall control; providedvote in favor of the slate supporting the effectuation of the Merger. In addition, however, for so long as the Trustee Merger Agreement is the sole owner of record of the Trust Property and any other property held by the Trustee under this Trust Agreementin effect, it is understood and agreed by the parties to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust that the Trustee shall exercise the Trustee’s powers only when authorized to do so all voting rights in writing by the Beneficiaries. Subject to the written direction of the Beneficiaries, in addition to such powers, the Trustee is specifically authorized:
A) To purchase any real property for the Trust at such times and on such terms as may be deemed beneficial to the Beneficiaries, including the power to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan.
B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole or any part respect of the Trust Property.
CStock, to cause any other proposed merger, business combination or similar transaction (including, without limitation, any consolidation, sale or pur- chase of assets, reorganization, recapitalization, liquidation or winding up of or by the Company) To take possession involving the Company, but not involving the Parent or one of the Trust Property its subsidiaries or affili- ates (otherwise than in the event it becomes vacant.
D) To sell at public auction or private saleconnection with a disposition pursuant to Paragraph 8), or not to barter or exchange or otherwise dispose of any part or all of the Trust Property which may from time to time form part of the Trust estate, subject to such terms, conditions, and restrictions, and for such consideration, either cash or credit, as may be deemed beneficial to the Beneficiaries.
E) To lease the whole or any part of the Trust Property for such consideration and on such terms as may be deemed beneficial to the Beneficiaries; provided, howevereffected. In addition, the Trustee shall not have the power to lease the whole or any part exercise all voting rights in respect of the Trust Property for a period Stock in favor of time exceeding any proposal or action necessary or desirable to dispose of Trust Stock in accordance with Paragraph 8 hereof. Except as provided in the term three immediately preceding sen- tences, the Trustee shall vote all shares of Trust Stock with respect to all matters, including without limitation the elec- tion or removal of directors, voted on by the shareholders of the Company (whether at a regular or special meeting or pursu- ant to a unanimous written consent) in the same proportion as all shares of Common Stock (other than Trust then remaining.
FStock) To repairare voted with respect to such matters. In exercising its voting rights in accordance with this Paragraph 4, alterthe Trustee shall take such actions at all annual, tear down, add to special or erect any building other meetings of stock- holders of the Company or buildings upon land belonging to the Trust; to fill, grade, drain, improve, and otherwise develop any land belonging to the Trust.
G) To make, execute, acknowledge and deliver, solely in his or her capacity as Trustee, connection with any and all documents, instruments or other obligations con- sents of whatever nature relating to the Trust Property, including, but not limited to, deeds, notes, deeds shareholders in lieu of trust, releases, easements, leases, option agreements or addendums, contracts, management and other agreements, closing statements, and affidavits, and generally to have full power to do all things and perform all acts necessary to make them proper and legala meeting.
H) To collect any and all money relating to the Trust Property which may be due and payable to the Trustee or to the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments of any type, and to deposit the money in any bank or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein provided.
I) To pay all lawful taxes and assessments and the necessary expenses of the Trust.
J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation.
K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law or 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 deemed necessary or proper.
L) To arrange, pay for and keep in force in the name and for the benefit of the Trustee such insurance as is deemed advisable with such companies, in such amounts and against such risks as are deemed necessary by the Trustee.
M) To perform any act which the Beneficiaries direct the Trustee to perform.
Appears in 1 contract
Sources: Voting Trust Agreement (CSX Corp)
Powers of Trustee. The Subject to the terms of this Agreement and the Plan, and subject to any order of the Bankruptcy Court, the Trustee shall have all control and authority over the Trust Estate, over the acquisition, administration, use and disposition thereof. No person dealing with the Trust shall be obligated to inquire as to the authority of the powers conferred upon trustees by the Texas Trust Code, and by any future amendments to the Texas Trust Code or any corresponding statute, except for any instances Trustee in which the Texas Trust Code or such other statutory provisions may conflict connection with the express provisions of this Trust Agreementacquisition, in which case the provisions of this Trust Agreement shall control; providedadministration, however, so long as the Trustee is the sole owner of record use and disposition of the Trust Property and any other property held by the Trustee under this Trust Agreement, it is understood and agreed by the parties to this Trust Agreement and by any persons who subsequently obtain an interest in the Trust that the Trustee shall exercise the Trustee’s powers only when authorized to do so in writing by the BeneficiariesEstate. Subject to Section 1.3 hereof, the written direction Trustee's powers, except as otherwise expressly limited in this Agreement or the Plan, shall include, but shall not be limited to, the following:
(i) to accept on behalf of the Beneficiaries, in addition Beneficiaries the iPCS Stock to such powers, be transferred from the Trustee is specifically authorized:Company on the Effective Date;
A(ii) To purchase any real property for to hold the Trust at such times iPCS Stock until the final approval of the Plan and on such terms as may be deemed beneficial distribute the proceeds to the Beneficiaries, including Beneficiaries in accordance with the power terms of this Agreement and the Plan;
(iii) to assume loans, solely in his or her capacity as Trustee, or to take title to Trust Property subject to an existing loan.
B) To borrow money in his or her capacity as Trustee, and, solely in his or her capacity as Trustee, to give bonds or sign notes, deeds of trust or other security instruments conveying a lien on the whole or any expend monies constituting part of the Trust Property.Estate for the purpose of administering the Trust;
C(iv) To take possession solely upon receipt by the Trustee of written instructions pursuant to Section 8.2(g) hereof or from a majority in Beneficial Interest, to prosecute and defend all actions affecting the Trust and to compromise or settle any suits, claims or demands, or waive or release any rights, relating to the Trust;
(v) to engage in all acts necessary and reasonable in performing the obligations of a trustee under a trust of the Trust Property type provided for in this Agreement; and
(vi) to modify, amend or alter the event it becomes vacant.
D) To sell at public auction or private sale, or to barter or exchange or otherwise dispose terms of any part or all this Agreement as provided in Section 9.6 of the Trust Property which may from time to time form part of the Trust estate, subject to such terms, conditions, and restrictions, and for such consideration, either cash or credit, as may be deemed beneficial this Agreement. Notwithstanding anything in this Agreement to the Beneficiaries.
E) To lease the whole or any part of the Trust Property for such consideration and on such terms as may be deemed beneficial to the Beneficiaries; provided, howevercontrary, the Trustee shall not be authorized and shall have the no power to lease (1) "vary the whole investment" of any Beneficiary within the meaning of Treasury Regulation section 301.7701-4(c)(1) or (2) elect under Treasury Regulation section 301.7701-3 to treat this Trust as other than a trust for federal income tax purposes. Any party providing the Trustee with written instructions pursuant to any part provision of the Trust Property for this Agreement shall include a period of time exceeding the term of the Trust then remaining.
F) To repair, alter, tear down, add to or erect any building or buildings upon land belonging representation to the Trust; to fill, grade, drain, improve, and otherwise develop any land belonging to effect that the Trust.
G) To make, execute, acknowledge and deliver, solely compliance by the Trustee with such instructions shall not result in his or her capacity as Trustee, any and all documents, instruments or other obligations of whatever nature relating to the Trust Property, including, but not limited to, deeds, notes, deeds of trust, releases, easements, leases, option agreements or addendums, contracts, management and other agreements, closing statements, and affidavits, and generally Trustee being deemed to have full power to do all things violated the foregoing clauses (1) and perform all acts necessary to make them proper and legal(2) of this Section 4.2.
H) To collect any and all money relating to the Trust Property which may be due and payable to the Trustee or to the Trust, from whatever source it may be derived, including, but not limited to, notes, rents, obligations, dividends, insurance proceeds, and payments of any type, and to deposit the money in any bank or other depository deemed beneficial to the Beneficiaries, and to draw the same from time to time for the purposes herein provided.
I) To pay all lawful taxes and assessments and the necessary expenses of the Trust.
J) To employ such officers, brokers, engineers, architects, carpenters, contractors, agents, accountants, attorneys, counselors and such other persons deemed expedient or necessary, and to designate their duties and fix their compensation.
K) To represent the Trust and the Beneficiaries in all suits and legal proceedings relating to the Trust Property in any court of law or 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 deemed necessary or proper.
L) To arrange, pay for and keep in force in the name and for the benefit of the Trustee such insurance as is deemed advisable with such companies, in such amounts and against such risks as are deemed necessary by the Trustee.
M) To perform any act which the Beneficiaries direct the Trustee to perform.
Appears in 1 contract