Common use of Consent of Beneficiaries Clause in Contracts

Consent of Beneficiaries. Upon the Majority Vote of Beneficiaries, or such greater percentage as shall be specified in this Agreement for the taking of an action by the Beneficiaries under the affected provision of this Agreement, the 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 thereto as they apply to the Trust; provided, however, that no such amendment shall affect the Beneficiaries’ rights to receive their pro rata shares of the Trust Assets at the time of distribution; provided further, however, that, so long as such amendment has been approved by the Managing Trustee, no consent of the Beneficiaries shall be required with respect to any amendment made (a) solely for the purpose of facilitating the transferability by Beneficiaries of Trust Units, (b) to comply with applicable laws, including tax laws or to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the Commission, 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, (c) to obtain no-action assurances from the staff of the 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 local law, if the Managing Trustee deems it to be in the best interests of the Beneficiaries as a whole, or (e) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to add any other provision with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement. Notwithstanding anything to the 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, nor shall this Agreement be amended to diminish the rights or benefits to which any of 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. Upon At the Majority Vote written direction or with the written consent of Canada Trust Beneficiaries holding at least three-fourths (3/4ths) of the total Units held by all Canada Trust Beneficiaries, or such greater percentage as shall be specified in this Agreement for the taking of an action by the Beneficiaries under the affected provision of this Agreement, the 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 thereto as they apply to the Trustthereto; provided, however, that 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 Trustee to engage in any activity prohibited by Section 6.1 hereof or affect the Canada Trust Beneficiaries’ ' rights to receive their pro rata shares share of the Canada Distribution Trust Assets at the time of any distribution; provided further, however, that, so long as or otherwise materially and adversely affect the rights of the Canada Trust Beneficiaries and that no such amendment has been approved by shall cause the Managing TrusteeCanada Distribution Trust, no consent in the opinion of the Beneficiaries shall be required with respect to any amendment made (a) solely for the purpose of facilitating the transferability by Beneficiaries of Trust Unitscounsel, (b) to comply with applicable laws, including tax laws or to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the Commission, 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 treated for income tax purposes, as other than a wholegrantor trust under applicable tax law, (c) to obtain no-action assurances from the staff of the 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 or cause the Canada Trust Beneficiaries to be treated as a liquidating trust under Treasury Regulation Section 301.7701-4(d) and any analogous provision other than the owners of state or local law, if the Managing Trustee deems it to be in the best interests their respective shares of the Beneficiaries as a wholeCanada 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 Trustee, without the consent of any of the Beneficiaries; (i) to add to the representations, duties or obligations of the Trustee or surrender any right or power granted to the Trustee; and (eii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to add make any other provision provisions with respect to matters or questions arising under this Agreement Agreement, which will not be inconsistent with the provisions of this Agreement. Notwithstanding anything ; provided, however, that no amendment shall be adopted pursuant to this Section 13.1 unless the adoption thereof (A) is for the benefit of or not adverse to the contrary in this Agreement, this Agreement shall in no event be amended to change the limited liability interests of the Canada Trust Beneficiaries without thereof; and (B) does not alter the vote or consent proportionate interest of all of the Beneficiaries, nor shall this Agreement be amended to diminish the rights or benefits to which a Canada Trust Beneficiary in any of the Managing Trustee or Beneficiaries are entitled under the provisions of this Agreement, way without the consent of a majority of the such Canada Trust Units held by the Beneficiaries who would be Beneficiary 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. Upon the Majority Vote of Beneficiaries, or such greater percentage as shall be specified in this Agreement for the taking of an action by the Beneficiaries under the affected provision of this Agreement, the 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 thereto as they apply to the Trust; provided, however, that no such amendment shall affect the Beneficiaries’ rights to receive their pro rata shares of the Trust Assets at the time of distribution; provided further, however, that, so long as such amendment has been approved by the Managing Trustee, no consent of the Beneficiaries shall be required with respect to any amendment made (a) solely for the purpose of facilitating the transferability by Beneficiaries of Trust Units, (b) to comply with applicable laws, including tax laws or to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the Commission, 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, (c) to obtain no-action assurances from the staff of the 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 local law, if the Managing Trustee deems it to be in the best interests of the Beneficiaries as a whole, or (e) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to add any other provision with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement. Notwithstanding anything to the 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, nor shall this Agreement be amended to diminish the rights or benefits to which any of the Managing Trustee or Beneficiaries are entitled under the provisions of this Agreement, without the consent of a majority all 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. Upon At the Majority Vote written direction or with the written consent of U.S. Trust Beneficiaries holding at least three-fourths (3/4ths) of the total Units allocated to all U.S. Trust Beneficiaries, or such greater percentage as shall be specified in this Agreement for the taking of an action by the Beneficiaries under the affected provision of this Agreement, the 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 thereto as they apply to the Trustthereto; provided, however, that 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 Trustee to engage in any activity prohibited by Section 6.1 hereof or affect the U.S. Trust Beneficiaries’ ' rights to receive their pro rata shares share of the U.S. Distribution Trust Assets at the time of any distribution; provided further, howeveror otherwise materially and adversely affect the rights of the U.S. Trust Beneficiaries, that, so long as and that no such amendment has been approved by shall cause the Managing TrusteeU.S. Distribution Trust, no consent in the opinion of the Beneficiaries shall counsel, to be required with respect to any amendment made (a) solely treated for the purpose of facilitating the transferability by Beneficiaries of Trust UnitsFederal, (b) to comply with applicable laws, including tax laws or to satisfy any requirements, conditions, guidelines or opinions contained in any opinion, directive, order, ruling or regulation of the Commission, the Internal Revenue Service or any other U.S. federal or state or non-U.S. governmental agencylocal income tax purposes, compliance with which the Managing Trustee deems to be in the best interest of the Beneficiaries as other than a wholegrantor trust under applicable tax law, (c) to obtain no-action assurances from the staff of the 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 or cause the U.S. Trust Beneficiaries to be treated as a liquidating trust under Treasury Regulation other than the owners of their respective shares of the U.S. Distribution Trust's taxable income pursuant to Section 301.7701-4(d) 671 through 679 of the Code and any analogous provision of state or local law. In addition to any amendments otherwise authorized herein, if this Agreement may be amended from time to time by the Managing Trustee deems it to be in Trustee, without the best interests consent of the Beneficiaries as a wholeU.S. Trust Beneficiaries; (i) to add to the representations, duties or obligations of the Trustee or surrender any right or power granted to the Trustee; and (eii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to add make any other provision provisions with respect to matters or questions arising under this Agreement Agreement, which will not be inconsistent with the provisions of this Agreement. Notwithstanding anything ; provided, however, that no amendment shall be adopted pursuant to this Section 13.1 unless the adoption thereof (A) is for the benefit of or not adverse to the contrary in this Agreement, this Agreement shall in no event be amended to change the limited liability interests of the U.S. Trust Beneficiaries without thereof; and (B) does not alter the vote or consent proportionate interest of all of the Beneficiaries, nor shall this Agreement be amended to diminish the rights or benefits to which a U.S. Trust Beneficiary in any of the Managing Trustee or Beneficiaries are entitled under the provisions of this Agreement, without waywithout the consent of a majority of the such U.S. Trust Units held by the Beneficiaries who would be adversely Beneficiaryadversely 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.