By the Trustee. The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it or to a Custodian on its behalf of the Mortgage Files, subject to the provisions of Sections 2.01 and 2.02, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates, constitute the entire beneficial ownership interest in the Trust Fund.
By the Trustee. The Trustee:
(a) agrees that it is bound by, and agrees to co-operate in the implementation of, this Deed;
(b) consents to each Other Party and the Secured Party doing all such things as are required to be done by them to comply with this Deed; and
(c) acknowledges that this Deed is only intended to benefit the each Other Party and the Secured Party.
By the Trustee. This Trust Agreement may be amended by the Trustee by an instrument in writing, a copy of which shall be given to the Employer.
By the Trustee. The Trustee represents and warrants to the Partnership only that the Trustee is the legal owner of those of the Subject Shares which are being sold by him under this Agreement to the Partnership. He is holding such shares for the sole benefit of Xxxxxxx in accordance with a verbal trust agreement. The Trustee makes no other representations or warranties under this Agreement or otherwise.
By the Trustee. The Trustee may, without the consent of the Beneficiary or the Grantor, upon call or maturity of any Asset in the Trust Account (other than any Whole Loan or Letter of Credit), withdraw such Asset upon conditions that either (A) the proceeds thereof are to be used in whole or in part to acquire Replacement Assets, with such Assets to be deposited or credited to the Trust Account on or about such day and any remaining proceeds thereof, if any, to be paid to or deposited into the Trust Account, or (B) the principal proceeds are to be paid or deposited into the Trust Account. Subject to Section 6, the Grantor shall (I) deliver directly to the Trustee for deposit into the Trust Account the net proceeds of any payment in respect of any Whole Loan (including any scheduled payments of principal and interest and the net proceeds from the liquidation of any Whole Loan or Underlying Asset) and (II) deliver to the Trustee, or cause to be delivered to the Trustee, all other net payments received with respect to any other Asset not described in (I) above, including regularly scheduled payments of principal interest, dividends and other amounts accruing with respect to any such Asset and the net proceeds from the liquidation of any such Asset (the cost and expense of causing such payments to be made directly to the Trustee shall be borne solely by the Grantor).
By the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. Subject to Section 2.07(d), all cancelled Notes may be held or disposed of by the Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided that such Issuer Order is timely and the Notes have not been previously disposed of by the Trustee.
By the Trustee. At the Closing, the Trustee shall deliver to the Company the ESOP Note in payment for the Shares, as provided in and subject to the provisions of Section 2 above.
By the Trustee. The Trustee may, without the consent of the Beneficiary, but with written notice to it, upon call or maturity of any security or other Asset in the Trust Account, withdraw such security or other Asset upon conditions that either (i) the proceeds thereof are to be used in whole or in part to acquire substitute Assets, with such Assets to be deposited or credited to the Trust Account on such day and any remaining proceeds thereof, if any, to be paid to or deposited into the Trust Account, or (ii) the proceeds are to be paid or deposited into the Trust Account.
By the Trustee. Notwithstanding any of the terms of the Bond Financing Documents, the Trustee hereby acknowledges (i) that it has received copies of all Financing Documents and hereby consents to the execution and delivery of the same by the Company and (ii) agrees that the execution and delivery of the Financing Documents by the Company shall not constitute a breach or Event of Default under the Bond Financing Documents and waives any Event of Default the execution and delivery of the Financing Documents may have otherwise caused under the Bond Financing Documents. The Trustee agrees that it shall not contest the validity, perfection, priority, or enforceability of any Lien, security interest, encumbrance, or claim granted by the Company to any Party under any Financing Document.
By the Trustee. (i) The Trustee shall cause to be executed and delivered to the Buyer all reasonably necessary Uniform Commercial Code termination statements in proper form to be filed with the appropriate filing authorities to release and terminate any and all rights of the Trust in and to the Transferred Property.
(ii) The Trustee shall cause to be executed and delivered to the Buyer a UCC-1 financing statement in proper form to be filed with the appropriate filing authorities, to perfect the sale to the Buyer of the Transferred Property and to perfect the Buyer's ownership interest in any and all Receivables that constitute a portion of the Transferred Property.
