Distribution of Trust Estate Sample Clauses

Distribution of Trust Estate. Whenever the terms of this Agreement shall require the Trustee to distribute or transfer the entire Trust Estate to any person(s), the Trustee shall be entitled to retain such monies and securities, if any, as shall then be held by the Trustee as a part of the Trust Estate and as shall be required to reimburse or pay the Trustee for any reasonable fees, expenses, or liabilities not reimbursed or paid by the Owner Participants as to which the Trustee is entitled to be paid or reimbursed hereunder or under any Operative Document and shall distribute the Trust Estate in accordance with Section 6.02.
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Distribution of Trust Estate. Whenever the terns of this Agreement shall require the Owner Trustee to distribute or transfer the entire Trust Estate to any Person, the Owner Trustee shall be entitled to retain such moneys as shall then be held by the Owner Trustee as a part of the Trust Estate and as shall be required to reimburse the Owner Trustee for any fees or Expenses no t reimbursed by the Owner Participant or the Lessee as to which the Owner Trustee is entitled to be paid or reimbursed hereunder.
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Distribution of Trust Estate. With regard to the distribution of the Trust Estate, reference is made to the attached Final Settlement Terms. Further, any distribution of the Trust Estate shall be subject to the following provisions:
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Distribution of Trust Estate. Upon the termination of the ---------------------------- Trust (a) pursuant to Section 9.01(a)(i), the parties shall negotiate a mutually acceptable division of the Trust; or (b) in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Trust, the entire Trust Estate shall be distributed by the Servicer, on behalf of the Trust, as follows: (i) the Worldwide Class Series Estate shall be assigned, conveyed and distributed to the Owner by the Worldwide Class Owner Certificate and (ii) the Georgia Class Series Estate shall be assigned, conveyed and distributed to the Owner of the Georgia Class Owner Certificate. Upon termination of the Trust pursuant to Section 9.01(a)(ii), the entire Trust Estate shall be immediately distributed by the Servicer, on behalf of the Trust, to the Owner of the Worldwide Class Owner Certificate.
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Distribution of Trust Estate. Whenever the terms of this Agreement shall require Trustee to distribute or transfer the entire Trust Estate to any person, Trustee shall be entitled to retain such monies and securities, if any, as shall then be held by Trustee as a part of the Trust Estate and as shall be required to reimburse or pay Trustee for any reasonable fees, expenses, or liabilities not reimbursed or paid by an Owner Participant as to which Trustee is entitled to be paid or reimbursed hereunder or under any Operative Document and shall distribute the Trust Estate in accordance with Section 6.02 hereof. 11 15 ARTICLE VII
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Distribution of Trust Estate. (a) If at any time the Trust shall not be the holder of more than fifty-percent (50%) (or, in the event of a modification to, or replacement of, the definition of "operating company" under United States Department of Labor Regulation § 2510.3-101 that would require the Trust to own a higher percentage than 50% of the stock of the Corporation for the Trust to meet the definition of "operating company", then such higher percentage) of the outstanding voting securities of the Corporation, then upon the request of any Holder, the Administrative Trustees shall, within 14 Business Days of receipt of such request, cause all (i) Class A Assets to be distributed to and placed in the name of the Holders of the Class A Trust Interests, and (ii) Class B Assets to be distributed to and placed in the name of the Holders of the Class B Trust Interests; provided that as a condition to any such distributions, the distributees shall have entered into the voting agreement and granted the irrevocable proxy attached hereto as Exhibit C. If the Escrowed Corporation Interest has not been allocated at the time of such distribution such shares of Corporation Common Stock shall remain in the Trust until such shares are allocated to the Holders of Class A Trust Interests and/or Class B Trust Interests in accordance with Section 5.1(c), whereupon such shares and the related distributions, income and proceeds in respect thereof shall be promptly distributed to the Holders to whom they are allocated. (b) Following the consummation of a Trade Sale or Merger Transaction and upon the request of any Holder, the Administrative Trustees shall, within 14 Business Days of receipt of such request, cause (i) Class A Assets (or such other securities and property received by the Trust in respect of such assets as a result of such Trade Sale or Merger Transaction) to be distributed to and placed in the name of the Holders of the Class A Trust Interests and (ii) Class B Assets (or such other securities and property received by the Trust in respect of such assets as a result of such Trade Sale or Merger Transaction) to be distributed to and placed in the name of the Holders of the Class B Trust Interests. (c) In connection with the allocation or distribution of shares of Corporation Common Stock or other securities and property to Holders of Class A Trust Interests or Class B Trust Interests hereunder, such allocation or distribution shall be made to the Holders of a particular class pro rata to thei...
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Distribution of Trust Estate. Following the death of the Settlor, the Trustee shall hold, administer and distribute the Trust Estate, as then constituted, in the following manner: (1) The Trustee shall divide the rest, remainder and residue of the Trust Estate into as many equal shares as there are issue of Settlor then living and issue of Settlor then deceased with issue then-living. The Trustee shall allocate one (1) such share to each then-living child and one (1) such share to each group composed of the then-living issue of a deceased child. Each such share shall be distributed, or retained in trust, as hereafter provided: Executed on 1st day of December, 2016, in Fairfax County, Virginia. Settlor The undersigned, as Trustee, hereby acknowledges receipt of the Trust Estate, accepts the terms of THE XXXX SETTLOR IRREVOCABLE TRUST, and covenants to execute the trust with all due fidelity. Trustee City/County of Fairfax Commonwealth of Virginia The foregoing instrument was acknowledged before me this 1st day of December, 2016, by XXXX SETTLOR. Notary Public Notary registration number: My commission expires: 1. The real property located at xx, xx, Xxxxxxxx 00000. APN: 2. ACCEPTED on 1st day of December, 2016. Trustee This power of attorney authorizes another person (your agent) to make decisions concerning your property for you (the principal). Your agent will be able to make decisions and act with respect to your property (including your money) whether or not you are able to act for yourself. The meaning of authority over subjects listed on this form is explained in the Uniform Power of Attorney Act, Chapter 16, Title 64.2, Code of Virginia. This power of attorney does not authorize the agent to make health-care decisions for you. You should select someone you trust to serve as your agent. Unless you specify otherwise, generally the agent's authority will continue until you die or revoke the power of attorney or the agent resigns or is unable to act for you. Your agent is entitled to reasonable compensation unless you state otherwise in the Special Instructions. This form provides for designation of one agent. If you wish to name more than one agent you may name a co-agent in the Special Instructions. Co-agents are not required to act together unless you include that requirement in the Special Instructions. If your agent is unable or unwilling to act for you, your power of attorney will end unless you have named a successor agent. You may also name a second successor agent. This power...
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Distribution of Trust Estate. (a) Income and Principal. Commencing upon the date hereof and until the Termination Date, as hereinafter defined, the Trustee shall hold all of the net income from the Trust for the benefit of the beneficiary; provided, however, that the beneficiary hereby directs the Trustee to distribute from time to time, to the Designated Recipients, each Designated Recipient's pro rata shave of the income and principal then on hand in the discretion of the Trustee, all in accordance with corporate law; provided, further, that the Trustee shall make no distributions from the Trust Estate to Shareholders if such distributions would render the Settlor insolvent.
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Distribution of Trust Estate 
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Related to Distribution of Trust Estate

  • Protection of Trust Estate The Issuer shall from time to time execute and deliver or file, as applicable, all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to: (a) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (b) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (c) enforce any of the Collateral; or (d) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims of all persons and parties. The Issuer hereby designates the Indenture Trustee its agent and attorney‑in‑fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.05.

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

  • Sale of Trust Estate (a) The power to effect any sale or other disposition (a "Sale") of any portion of the Trust Estate pursuant to Section 5.04 is expressly subject to the provisions of Section 5.05 and this Section 5.15. The power to effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes and under this Indenture and under the Insurance Agreement shall have been paid. The Indenture Trustee may from time to time postpone any public Sale by public announcement made at the time and place of such Sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) The Indenture Trustee shall not in any private Sale sell the Trust Estate, or any portion thereof, unless (1) the Holders of all Notes and the Credit Enhancer consent to or direct the Indenture Trustee to make, such Sale, or (2) the proceeds of such Sale would be not less than the entire amount which would be payable to the Noteholders under the Notes and the Credit Enhancer in respect of amounts drawn under the Credit Enhancement Instrument and any other amounts due the Credit Enhancer under the Insurance Agreement, in full payment thereof in accordance with Section 5.02, on the Payment Date next succeeding the date of such Sale, or (3) The Indenture Trustee determines, in its sole discretion, that the conditions for retention of the Trust Estate set forth in Section 5.05 cannot be satisfied (in making any such determination, the Indenture Trustee may rely upon an opinion of an Independent investment banking firm obtained and delivered as provided in Section 5.05), and the Credit Enhancer consents to such Sale, which consent will not be unreasonably withheld and the Holders representing at least 66-2/3% of the Security Balances of the Notes consent to such Sale. The purchase by the Indenture Trustee of all or any portion of the Trust Estate at a private Sale shall not be deemed a Sale or other disposition thereof for purposes of this Section 5.15(b). (c) Unless the Holders and the Credit Enhancer have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Estate at which a minimum bid equal to or greater than the amount described in paragraph (2) of subsection (b) of this Section 5.15 has not been established by the Indenture Trustee and no Person bids an amount equal to or greater than such amount, the Indenture Trustee shall bid an amount at least $1.00 more than the highest other bid. (d) In connection with a Sale of all or any portion of the Trust Estate (1) any Holder or Holders of Notes may bid for and with the consent of the Credit Enhancer purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon, and such Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment; (2) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the extent permitted by, applicable law in connection therewith, may purchase all or any portion of the Trust Estate in a private sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Holders of the Notes and Holders of Certificates and amounts owing to the Credit Enhancer as a result of such Sale in accordance with Section 5.04(b) on the Payment Date next succeeding the date of such Sale and (B) the expenses of the Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with the provisions of this Indenture; (3) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Trust Estate in connection with a Sale thereof; (4) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Trust Estate in connection with a Sale thereof, and to take all action necessary to effect such Sale; and (5) no purchaser or transferee at such a Sale shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

  • Application of Trust Funds (a) On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority: (i) to make payments to the Certificateholder any remaining amount deposited therein; and (ii) to clear and terminate the Certificate Distribution Account upon the termination of this Agreement. (b) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to the Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Certificateholder shall be treated as cash distributed to the Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph. (c) Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i) shall notify the Owner Trustee and the Certificate Paying Agent and (ii)(A) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form X-0XXX, X-0XXX-X, X-0XXX or W-8EXP (or successor forms), as appropriate, or (B) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above. The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of the Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

  • Initial Capital Contribution of Owner Trust Estate The Transferor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges receipt in trust from the Transferor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Owner Trust Estate and shall be deposited in the Certificate Distribution Account. The Transferor shall pay organizational expenses of the Issuer as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

  • Release of Trust Estate (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in such property, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. (b) The Indenture Trustee shall, at such time as there are no Notes outstanding, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to or to the order of the Issuer or, in the case of the Reserve Account, to the Seller, any funds then on deposit in the Collection Account and Reserve Account, as the case may be. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.05(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01.

  • Payments from Owner Trust Estate All payments to be made by the Owner Trustee under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party shall be made only from the income and proceeds of the Owner Trust Estate and only to the extent that the Owner Trustee shall have received income or proceeds from the Owner Trust Estate to make such payments in accordance with the terms hereof. Wilmington Trust Company or any successor thereto, in its individual capacity, shall not be liable for any amounts payable under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party.

  • Optional Preservation of the Trust Estate If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may elect to take and maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes and other obligations of the Issuer and the Indenture Trustee shall take such desire into account when determining whether or not to take and maintain possession of the Trust Estate. In determining whether and how to take and maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon the written advice or an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

  • Sale of Trust Assets (a) [Reserved]. (b) As described in Article Nine of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholder will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of, and assume the obligations of, the Indenture Trustee pursuant to this Agreement.

  • Trust Estate The assets subject to this Agreement and the Indenture, transferred by the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Mortgage Loans listed in the Mortgage Loan Schedule, and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (a) above), (c) the Collection Account, the Note Account, any Custodial Account, any Escrow Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (d) any Insurance Policies, (e) the rights of the Depositor under the Mortgage Loan Sale Agreement and each Servicing Agreement, the Cap Agreement and all amounts received from the Cap Provider thereunder (to the extent provided herein) and (f) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.

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