Common use of Consent of Beneficiaries Clause in Contracts

Consent of Beneficiaries. At the direction or with the consent (evidenced in the manner provided in Section 11.1) of Beneficiaries having aggregate Beneficial Interests of more than 50% of all Beneficial Interests, the Liquidating Trustees shall promptly make and execute a declaration amending this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or amendments hereto, provided, however, that no such amendment shall permit the Liquidating Trustees to engage in any activity prohibited hereunder or affect the Beneficiaries' rights to receive their pro rata shares of the Liquidating Trust Estate at the time of distribution or otherwise materially and adversely affect the rights of the Beneficiaries. In addition to any amendments otherwise authorized herein, this Agreement may be amended from time to time by the Liquidating Trustees, without the consent of any of the Beneficiaries, (i) to add to the representations, duties or obligations of the Liquidating Trustees or surrender any right or power granted to the Liquidating Trustees herein; and (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 13.1 unless the adoption thereof (1) is for the benefit of or not adverse to the interests of the Beneficiaries; and (2) does not alter the interest of a Beneficiary in any way without the consent of the Beneficiaries adversely affected thereby.

Consent of Beneficiaries. At Upon the direction Majority Vote of Beneficiaries, or with such greater percentage as shall be specified in this Agreement for the consent (evidenced in taking of an action by the manner provided in Section 11.1) Beneficiaries under the affected provision of Beneficiaries having aggregate Beneficial Interests of more than 50% of all Beneficial Intereststhis Agreement, the Liquidating Trustees Managing Trustee shall promptly make and execute a declaration amending this Agreement for the purpose of adding any material provisions to or changing in any material manner or eliminating any of the material provisions of this Agreement or amendments hereto, thereto as they apply to the Trust; provided, however, that no such amendment shall permit the Liquidating Trustees to engage in any activity prohibited hereunder or affect the Beneficiaries' ’ rights to receive their pro rata shares of the Liquidating Trust Estate Assets at the time of distribution or otherwise materially and adversely affect distribution; provided further, however, that, so long as such amendment has been approved by the rights Managing Trustee, no consent of the Beneficiaries. In addition Beneficiaries shall be required with respect to any amendments otherwise authorized hereinamendment made (a) solely for the purpose of facilitating the transferability by Beneficiaries of Trust Units, this Agreement may be amended from time (b) to time by the Liquidating Trusteescomply with applicable laws, without the consent of including tax laws or to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the BeneficiariesCommission, the Internal Revenue Service or any other U.S. federal or state or non-U.S. governmental agency, compliance with which the Managing Trustee deems to be in the best interest of the Beneficiaries as a whole, (ic) to add to obtain no-action assurances from the representations, duties or obligations staff of the Liquidating Trustees Commission regarding relief from registration and reporting requirements under the Exchange Act, which relief the Managing Trustee deems to be in the best interest of the Beneficiaries as a whole, (d) to cause the Trust to be treated as a liquidating trust under Treasury Regulation Section 301.7701-4(d) and any analogous provision of state or surrender any right local law, if the Managing Trustee deems it to be in the best interests of the Beneficiaries as a whole, or power granted to the Liquidating Trustees herein; and (iie) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make add any other provisions provision with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 13.1 unless the adoption thereof (1) is for the benefit of or not adverse . Notwithstanding anything to the interests contrary in this Agreement, this Agreement shall in no event be amended to change the limited liability of the Beneficiaries without the vote or consent of all of the Beneficiaries; and (2) does not alter , nor shall this Agreement be amended to diminish the interest rights or benefits to which any of a Beneficiary in any way the Managing Trustee or Beneficiaries are entitled under the provisions of this Agreement, without the consent of a majority of the Trust Units held by the Beneficiaries who would be adversely affected thereby, and in the case of the Managing Trustee being singularly affected, then by the Managing Trustee. No amendment of this Agreement which affects the rights, duties, liabilities, indemnities or immunities of the Resident Trustee, shall be effective without, in each specific instance, the prior written approval of the Resident Trustee.

Consent of Beneficiaries. At the written direction or with the written consent of U.S. Trust Beneficiaries holding at least three-fourths (evidenced in the manner provided in Section 11.13/4ths) of Beneficiaries having aggregate Beneficial Interests of more than 50% of the total Units allocated to all Beneficial InterestsU.S. Trust Beneficiaries, the Liquidating Trustees Trustee shall promptly make and execute a declaration amending this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or amendments hereto, thereto; provided, howeverthat no such amendment shall increase the potential liability of the Trustee hereunder without the written consent of the Trustee; provided, further, that no such amendment shall permit the Liquidating Trustees Trustee to engage in any activity prohibited hereunder by Section 6.1 hereof or affect the U.S. Trust Beneficiaries' rights to receive their pro rata shares share of the Liquidating U.S. Distribution Trust Estate Assets at the time of distribution any distribution, or otherwise materially and adversely affect the rights of the U.S. Trust Beneficiaries, and that no such amendment shall cause the U.S. Distribution Trust, in the opinion of counsel, to be treated for Federal, state or local income tax purposes, as other than a grantor trust under applicable tax law, or cause the U.S. Trust Beneficiaries to be treated as other than the owners of their respective shares of the U.S. Distribution Trust's taxable income pursuant to Section 671 through 679 of the Code and any analogous provision of state or local law. In addition to any amendments otherwise authorized herein, this Agreement may be amended from time to time by the Liquidating TrusteesTrustee, without the consent of any of the U.S. Trust Beneficiaries, ; (i) to add to the representations, duties or obligations of the Liquidating Trustees Trustee or surrender any right or power granted to the Liquidating Trustees hereinTrustee; and (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement Agreement, which will not be inconsistent with the provisions of this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 13.1 unless the adoption thereof (1A) is for the benefit of or not adverse to the interests of the BeneficiariesU.S. Trust Beneficiaries thereof; and (2B) does not alter the proportionate interest of a U.S. Trust Beneficiary in any way without waywithout the consent of the Beneficiaries adversely such U.S. Trust Beneficiaryadversely affected thereby.

Consent of Beneficiaries. At the direction or with the consent (evidenced in the manner provided in Section 11.1) of Beneficiaries having aggregate Beneficial Interests of more than 5066.7% of all Beneficial Interests, the Liquidating Trustees Trustee shall promptly make and execute a declaration amending this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or amendments hereto, provided, however, that no such amendment shall permit the Liquidating Trustees Trustee to engage in any activity prohibited hereunder or affect the Beneficiaries' rights to receive their pro rata shares of the Liquidating Trust Estate at the time of distribution or otherwise materially and adversely affect the rights of the BeneficiariesBeneficiaries and further provided, that no amendment hereto adverse to the rights of the Trustee shall be effective unless expressly approved in writing by the Trustee. In addition to any amendments otherwise authorized herein, this Agreement may be amended from time to time by the Liquidating TrusteesTrustee, without the consent of any of the Beneficiaries, (i) to add to the representations, duties or obligations of the Liquidating Trustees Trustee or surrender any right or power granted to the Liquidating Trustees Trustee herein; and (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 13.1 unless the adoption thereof (1) is for the benefit of or not adverse to the interests of the Beneficiaries; and (2) does not alter the interest of a Beneficiary in any way without the consent of the Beneficiaries adversely affected thereby.

Consent of Beneficiaries. At the written direction or with the written consent of Canada Trust Beneficiaries holding at least three-fourths (evidenced in the manner provided in Section 11.13/4ths) of Beneficiaries having aggregate Beneficial Interests of more than 50% of the total Units held by all Beneficial InterestsCanada Trust Beneficiaries, the Liquidating Trustees Trustee shall promptly make and execute a declaration amending this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or amendments hereto, thereto; provided, howeverthat no such amendment shall increase the potential liability of the Trustee hereunder without the written consent of the Trustee; provided, further, that no such amendment shall permit the Liquidating Trustees Trustee to engage in any activity prohibited hereunder by Section 6.1 hereof or affect the Canada Trust Beneficiaries' rights to receive their pro rata shares share of the Liquidating Canada Distribution Trust Estate Assets at the time of distribution any distribution, or otherwise materially and adversely affect the rights of the BeneficiariesCanada Trust Beneficiaries and that no such amendment shall cause the Canada Distribution Trust, in the opinion of counsel, to be treated for income tax purposes, as other than a grantor trust under applicable tax law, or cause the Canada Trust Beneficiaries to be treated as other than the owners of their respective shares of the Canada Distribution Trust's taxable income pursuant to Canadian law. In addition to any amendments otherwise authorized herein, this Agreement may be amended from time to time by the Liquidating TrusteesTrustee, without the consent of any of the Beneficiaries, ; (i) to add to the representations, duties or obligations of the Liquidating Trustees Trustee or surrender any right or power granted to the Liquidating Trustees hereinTrustee; and (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement Agreement, which will not be inconsistent with the provisions of this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 13.1 unless the adoption thereof (1A) is for the benefit of or not adverse to the interests of the BeneficiariesCanada Trust Beneficiaries thereof; and (2B) does not alter the proportionate interest of a Canada Trust Beneficiary in any way without the consent of the Beneficiaries such Canada Trust Beneficiary adversely affected thereby.

Consent of Beneficiaries. At Upon the direction Majority Vote of Beneficiaries, or with such greater percentage as shall be specified in this Agreement for the consent (evidenced in taking of an action by the manner provided in Section 11.1) Beneficiaries under the affected provision of Beneficiaries having aggregate Beneficial Interests of more than 50% of all Beneficial Intereststhis Agreement, the Liquidating Trustees Managing Trustee shall promptly make and execute a declaration amending this Agreement for the purpose of adding any material provisions to or changing in any material manner or eliminating any of the material provisions of this Agreement or amendments hereto, thereto as they apply to the Trust; provided, however, that no such amendment shall permit the Liquidating Trustees to engage in any activity prohibited hereunder or affect the Beneficiaries' ’ rights to receive their pro rata shares of the Liquidating Trust Estate Assets at the time of distribution or otherwise materially and adversely affect distribution; provided further, however, that, so long as such amendment has been approved by the rights Managing Trustee, no consent of the Beneficiaries. In addition Beneficiaries shall be required with respect to any amendments otherwise authorized hereinamendment made (a) solely for the purpose of facilitating the transferability by Beneficiaries of Trust Units, this Agreement may be amended from time (b) to time by the Liquidating Trusteescomply with applicable laws, without the consent of including tax laws or to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the BeneficiariesCommission, the Internal Revenue Service or any other U.S. federal or state or non-U.S. governmental agency, compliance with which the Managing Trustee deems to be in the best interest of the Beneficiaries as a whole, (ic) to add to obtain no-action assurances from the representations, duties or obligations staff of the Liquidating Trustees Commission regarding relief from registration and reporting requirements under the Exchange Act, which relief the Managing Trustee deems to be in the best interest of the Beneficiaries as a whole, (d) to cause the Trust to be treated as a liquidating trust under Treasury Regulation Section 301.7701-4(d) and any analogous provision of state or surrender any right local law, if the Managing Trustee deems it to be in the best interests of the Beneficiaries as a whole, or power granted to the Liquidating Trustees herein; and (iie) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make add any other provisions provision with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 13.1 unless the adoption thereof (1) is for the benefit of or not adverse . Notwithstanding anything to the interests contrary in this Agreement, this Agreement shall in no event be amended to change the limited liability of the Beneficiaries without the vote or consent of all of the Beneficiaries; and (2) does not alter , nor shall this Agreement be amended to diminish the interest rights or benefits to which any of a Beneficiary in any way the Managing Trustee or Beneficiaries are entitled under the provisions of this Agreement, without the consent of all of the Beneficiaries who would be adversely affected thereby, and in the case of the Managing Trustee being singularly affected, then by the Managing Trustee.