INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC Sample Clauses

INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC. (a) Unless otherwise provided in this Agreement, RSMC shall act only upon Oral or Written Instructions. Although RSMC may know of the provisions of the Declaration of Trust and By-Laws of the Fund, RSMC may assume that any Oral or Written Instructions received hereunder are not in any way inconsistent with any provisions of such Declaration of Trust or By-Laws or any vote, resolution or proceeding of the shareholders, or of the Trustees, or of any committee thereof. (b) RSMC shall be entitled to rely upon any Oral Instructions and any Written Instructions actually received by RSMC pursuant to this Agreement. The Fund agrees to forward to RSMC Written Instructions confirming Oral Instructions in such manner that the Written Instructions are received by RSMC by the close of business of the same day that such Oral Instructions are given to RSMC. The Fund agrees that the fact that such confirming Written Instructions are not received by RSMC shall in no way affect the validity of the transactions or enforceability of the transactions authorized by such Oral Instructions. The Fund agrees that RSMC shall incur no liability to the Fund in acting upon Oral Instructions given to RSMC hereunder concerning such transactions, provided such instructions reasonably appear to have been received from an Authorized Person.
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INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC a. Unless otherwise provided in this Agreement, Roxxxx Xquare shall act only upon Oral or Written Instructions. Roxxxx Xquare, in its capacity under this Agreement, may assume that any Oral or Written Instructions received hereunder are not in any way inconsistent with any provisions of this Agreement, the Trust's Declaration of Trust or By-Laws, or any vote, resolution or proceeding of the Trust's shareholders, or of the Trust's Board of Trustees, or of any committee thereof. b. Rodney Square shall be entitled to rely upon any Oral Instructions and any Written Instructions actually received by Roxxxx Xquare pursuant to this Agreement. The Trust agrees to forward to Roxxxx Xquare Written Instructions confirming Oral Instructions in such manner that the Written Instructions are received by Roxxxx Xquare by the close of business of the same day that such Oral Instructions are given to Roxxxx Xquare. The Trust agrees that the fact that confirming Written Instructions are not received by Roxxxx Xquare shall in no way affect the validity or enforceability of the transactions authorized by Oral Instructions. The Trust agrees that Roxxxx Xquare shall incur no liability to the Trust in acting upon Oral Instructions, provided such instructions reasonably appear to have been received from an Authorized Person.
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INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC a. Unless otherwise provided in this Agreement, Roxxxx Xquare shall act only upon Oral and Written Instructions. ("Oral Instructions", as used in this Agreement, means oral instructions actually received by Roxxxx Xquare from an Authorized Person or from a person reasonably believed by Roxxxx Square to be an Authorized Person. "Written Instructions", as used in this Agreement, means written instructions on behalf of the Fund signed by two Authorized Persons, delivered by hand, mail, telegram, cable, telex or facsimile to, and received by, Roxxxx Xquare. "Authorized Person", as used in this Agreement, means any officer of the Fund and any other person, whether or not any such person is an officer of the Fund, duly authorized by the Trustees of the Fund to give Oral and Written Instructions on behalf of the Portfolio(s) and certified by the Secretary or an Assistant Secretary of the Fund or any amendment thereto as may be received by Roxxxx Xquare from time to time.) Roxxxx Xquare in its capacity under this Agreement may assume that any Oral or Written Instructions received hereunder are not in any way inconsistent with any provisions of the Fund's Declaration of Trust or Bylaws, or with any vote, resolution or proceeding of the Fund's shareholders, or of the Fund's Board of Trustees, or of any committee thereof.
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INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC a. Unless otherwise provided in this Agreement, Rodney Square shall act only upon Oral and Written Instructioxx. ("Oral Instructions" used in this Agreement shall mean oral instructions actually received by Rodney Square from an Authorized Person or from a person xxxxxnably believed by Rodney Square to be an Authorized Person. "Written Instxxxxxxns" used in this Agreement shall mean written instructions signed
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INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC a. Unless otherwise provided in this Agreement, Rodney Square shall act only upon Oral and Written Instructions. ("Xxxx Instructions" used in this Agreement shall mean oral instructions actually received by Rodney Square from an Authorized Person or from a person reasonxxxx believed by Rodney Square to be an Authorized Person. "Written Instructions" uxxx xx this Agreement shall mean written instructions signed by two Authorized Persons delivered by hand, mail, telegram, cable, telex or facsimile, and received by Rodney Square. "Authorized Person" used in this Agreement means axx xxficer of the Trust and any other person, whether or not any such person is an officer of the Trust, duly authorized by the Board of Trustees of the Trust to give Oral and Written Instructions on behalf of the Fund(s) and certified by the Secretary or an Assistant Secretary of the Trust or any amendment thereto as may be received by Rodney Square from time to time.) Although Rodney Square may know xx xhe provisions of the Declaration of Txxxx xnd By-laws of the Trust, Rodney Square in its capacity under this Agreement may assume that xxx Xral or Written Instructions received hereunder are not in any way inconsistent with any provisions of such Declaration of Trust or Bylaws or any vote, resolution or proceeding of the shareholders, or of the Board of Trustees, or of any committee thereof. b. Rodney Square shall be entitled to rely upon any Oral Instructions and any Written Instructions actually received by Rodney Square pursuant to this Agreement. The Trust agrees to xxxxxxd to Rodney Square Written Instructions confirming Oral Instructions xx xxxh manner that the Written Instructions are received by Rodney Square, whether by hand delivery, telex, facsimile or otherxxxx, by the close of business of the same day that such Oral Instructions are given to Rodney Square. The Trust agrees that the fact that such confirxxxx Xritten Instructions are not received by Rodney Square shall in no way affect the validity of the xxxxxactions or enforceability of the transactions authorized by the Trust by giving Oral Instructions. The Trust agrees that Rodney Square shall incur no liability to the Trust in acting upox Xxxx Instructions given to Rodney Square hereunder concerning such transactions provided such xxxxxuctions reasonably appear to have been received from an Authorized Person.
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INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC a. Unless otherwise provided in this Agreement, MBIA-MISC shall act only upon Oral and Written Instructions. ("Oral Instructions" used in this Agreement shall mean oral instructions actually received by MBIA-MISC from an Authorized Person or from a person reasonably believed by MBIA-MISC to be an Authorized Person. "Written Instructions" used as defined above. "Authorized Person" used in this Agreement means any officer of the Fund and any other person, whether or not any such person is an officer of the Fund, duly authorized by the Board of Trustees of the Fund to give Oral and Written Instructions on behalf of the Fund and certified by the Secretary or an Assistant Secretary of the Fund or any amendment to the certification thereto as may be received by MBIA-MISC from time to time.) Although MBIA-MISC may know of the provisions of the Declaration of Trust and By-laws of the Fund, MBIA-MISC in its capacity under this Agreement may assume that any Oral or Written Instructions received hereunder are not in any way inconsistent with any provisions of such Declaration of Trust or By-laws or any vote, resolution or proceeding of the shareholders, or of the Board of Trustees, or of any committee thereof.
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INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC a. Unless otherwise provided in this Agreement, MBIA shall act only upon Oral and Written Instructions. ("Oral Instructions" used in this Agreement shall mean oral instructions actually received by MBIA from an Authorized Person or from a person reasonably believed by MBIA to be an Authorized Person. "Written Instructions" used in this Agreement shall mean written instructions signed by two Authorized Persons delivered by hand, mail,
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Related to INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC

  • Election of Trustees The members of The Northwestern Mutual Life Insurance Company are its policyholders of insurance policies and deferred annuity contracts. The members exercise control through a Board of Trustees. Elections to the Board are held each year at the annual meeting of members. Members are entitled to vote in person or by proxy.

  • Declaration of Trust The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

  • 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.

  • Application of Trust Funds Certain Duties Section 5.01. [Reserved].

  • DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES Section 2.01 Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby sell, transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.04, in trust, all right, title and interest of the Depositor in and to the Trust Fund consisting of: (i) the Mortgage Loans, including the Mortgage Notes, the Mortgages, and the right to all payments of principal and interest received on or with respect to the Mortgage Loans after the Cut-off Date (other than Scheduled Payments due on or before such date), and all such payments due after such date but received on or prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest, if any, in and to all amounts from time to time credited to and the proceeds of the Distribution Account, the Master Servicer Collection Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) with respect to the Mortgage Loans, to the extent set forth in the Acknowledgements, the Depositor’s rights under the Purchase Agreements and the Servicing Agreements and all of the Depositor’s rights under the Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor’s right, title and interest, if any, in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties (collectively, the “Trust Fund”); and the Trustee declares that, subject to the Custodian’s review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, all of the Certificates in the authorized denominations specified by the Depositor pursuant to Section 3.01(b). The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance and inspection of the Trustee Mortgage Files and release of Mortgage Documents, and preparation and delivery of the certifications relating to the Trustee Mortgage Files shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement. In addition, the Trustee is hereby directed to execute, not in its individual capacity but solely as Trustee hereunder, and deliver the Acknowledgements and the Custodial Agreement. The Master Servicer, the Depositor, the Securities Administrator and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Trustee is executing and delivering the Custodial Agreement and the Acknowledgements solely in its capacity as Trustee and not in its individual capacity. In connection with such sale, transfer and assignment of the Mortgage Loans, the Depositor does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian acting on the Trustee’s behalf, the Trustee Mortgage Files.

  • Termination of Trust Agreement (a) This Trust Agreement (other than the provisions of Article VIII) shall terminate and be of no further force or effect and the Trust shall dissolve upon the earlier of (i) the payment to the Servicer, the Noteholders and the Certificateholders of all amounts required to be paid to them pursuant to the terms of the Indenture, the Sale and Servicing Agreement and this Trust Agreement and (ii) the Distribution Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not operate to terminate this Trust Agreement or the Trust, entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate or otherwise affect the rights, obligations and liabilities of the parties hereto. (b) No Certificateholder shall be entitled to revoke or terminate the Trust. (c) Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer, stating (i) the Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to the Certificateholders, subject to Section 3808 of the Statutory Trust Statute, amounts distributable on such Distribution Date pursuant to Section 5.2. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six (6) months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Trust Agreement. Subject to applicable escheat laws, any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Certificateholders in proportion to each Certificateholder’s Certificate Percentage Interest. (d) Upon the winding up of the Trust, in accordance with Section 3808 of the Statutory Trust Statute, and its termination, the Owner Trustee shall, at the written direction and expense of the Depositor, cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

  • Agreement and Declaration of Trust These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the "Declaration of Trust"), of the above-captioned Massachusetts business trust established by the Declaration of Trust (the "Trust").

  • SECTION 402. Application of Trust Money Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.

  • Amendments to the Trust Agreement (a) The Sponsor may, without the approval of the Limited Shareholders, amend or supplement this Trust Agreement; provided, however, that the Limited Shareholders shall have the right to vote on any amendment (i) if expressly required under Delaware or federal law or regulations or rules of any exchange, (ii) submitted to them by the Sponsor in its sole discretion, or (iii) if it would impair the right of a Limited Shareholders to surrender baskets of Shares and receive the amount of Trust property represented. The Sponsor shall provide notice of any amendment to the Limited Shareholders setting forth the substance of the amendment and its effective date. (b) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Trust Statute, to reflect such change. (c) No amendment shall be made to this Trust Agreement without the consent of the Trustee if it reasonably believes that such amendment adversely affects any of the rights, duties or liabilities of the Trustee. At the expense of the Sponsor, the Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Sponsor or if such amendment is required in the opinion of the Trustee. (d) The Trustee shall be under no obligation to execute any amendment to the Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Sponsor, in form and substance reasonably satisfactory to the Trustee (i) directing the Trustee to execute such amendment, (ii) representing and warranting to the Trustee that such execution is authorized and permitted by the terms of the Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of the Trust Agreement in favor of the Trustee; provided that the Trustee shall in no circumstance be obligated to execute any agreement to which the Trust is a party if the Sponsor may execute such Agreement on behalf of the Trust. (e) No provision of this Trust Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in accordance with this Section.

  • The Trust Agreement The Trust Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

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