Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be sold: (i) that there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable; (ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same; (iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities; (iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities; (v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders; (vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof; (vii) that such sale is required due to Units tendered for redemption; (viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders; (ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index; (x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index; (xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes; (xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust; (xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended. (xiv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same; (xv) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or (xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units; (b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit. (c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security. (d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds. (e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07. (f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions." 25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 49 contracts
Samples: Trust Agreement (Advisors Disciplined Trust 1341), Trust Agreement (Advisors Disciplined Trust 1340), Trust Agreement (Advisors Disciplined Trust 1310)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principaldividends, interest interest, principal or dividendsother payments, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity SecuritiesSecurities after declared and when due and payable, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends dividends, interest, principal or other payments after declared and when due and payable from the Equity Securities or the debt service on the BondsSecurities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of principal, income, premium or income or premiumother similar payments, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any the Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof9.02;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a "regulated investment company company" for federal income tax purposes or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time;
(xv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-under- represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, Depositor to dispose of Securities as described in this Section 3.07 upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 17 contracts
Samples: Trust Agreement (Advisors Disciplined Trust 1880), Trust Agreement (Advisors Disciplined Trust 1879), Trust Agreement (Advisors Disciplined Trust 1862)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principaldividends, interest interest, principal or dividendsother payments, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity SecuritiesSecurities after declared and when due and payable, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends dividends, interest, principal or other payments after declared and when due and payable from the Equity Securities or the debt service on the BondsSecurities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of principal, income, premium or income or premiumother similar payments, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any the Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof9.02;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's ’s Target Index;
(x) with respect to an Index Trust, that the Security is over- over-represented in the Trust's ’s portfolio in comparison to such Security's ’s weighting in the Trust's ’s Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company RIC for federal income tax purposes or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time;
(xv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "“an advanced refunding" ” shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's ’s Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, Depositor to dispose of Securities as described in this Section 3.07 upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."”
2526. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 17 contracts
Samples: Trust Agreement (Advisors Disciplined Trust 2237), Trust Agreement (Advisors Disciplined Trust 2236), Trust Agreement (Advisors Disciplined Trust 2222)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor Supervisor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the DepositorSupervisor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the BondsFixed Income Securities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's ’s Target Index;
(x) with respect to an Index Trust, that the Security is over- over-represented in the Trust's ’s portfolio in comparison to such Security's ’s weighting in the Trust's ’s Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a “regulated investment company company” or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a1297(a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that any action or proceeding has been instituted in at law or equity seeking to restrain or enjoin the payment of principal or interest interest, or both, on any BondsFixed Income Security, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such BondsFixed Income Securities, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds Fixed Income Securities or otherwise; or that there exists any other legal question or impediment affecting such Fixed Income Securities or the payment of debt service on the same;
(xv) that any Bonds Fixed Income Securities are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "“an advanced refunding" ” shall mean when refunding bonds Fixed Income Securities are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds Fixed Income Securities on or before their redemption date; or;
(xvi) if the Trust holds Fixed Income Securities, that as of any Record Date any of the Bonds such Securities are scheduled to be redeemed and paid prior to the next succeeding monthly Distribution Date; provided, however, that as the result of such redemption sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account on such next succeeding monthly Distribution Date at least $1.00 per 100 Units;; or
(xvii) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's ’s Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such a direction from the DepositorSupervisor to dispose of Securities as described in this Section 3.07, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds Securities upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such BondsSecurities, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) Securities. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor Supervisor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
2516. The first sentence of Section 3.09 of the Standard Terms is hereby amended and Conditions of Trust shall be replaced in its entirety with the following: If at any time a dividend (once due and payable) on any of the Equity Securities shall not have been paid or the principal or interest on any of the Fixed Income Securities shall be in default and not paid or provisions for payment thereof shall not have been duly made, within 30 days be in default, the Trustee shall notify the Depositor thereof.
17. The last paragraph of Section 3.14 is hereby amended and replaced in its entirety with the following: To the extent permitted by applicable laws, rules and regulations, any moneys payable to the Evaluator, Supervisor and Depositor pursuant to this Section 3.13 shall be secured by a lien on the related Trust in favor of the Evaluator, Supervisor and Depositor, respectively, prior to the interest of Unitholders, but no such lien shall be prior to any lien in favor of the Trustee under the provisions of Section 7.04 herein. To the extent of such lien, the Trustee shall hold the assets of the Trust for the benefit of the Evaluator, Supervisor and Depositor, provided that the Trustee is authorized to make dispositions, distributions and payments for expenses in the ordinary course of the administration of the Trust without regard to such lien.
18. Article III is hereby amended by adding the following two sections:
Appears in 16 contracts
Samples: Reference Trust Agreement (Nuveen Unit Investment Trust, Series 192), Reference Trust Agreement (Nuveen Unit Investment Trust, Series 191), Reference Trust Agreement (Nuveen Unit Investment Trust, Series 190)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that That there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that That any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity any such Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that That there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the BondsFixed Income Securities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that That there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding securities or obligations of the issuer or guarantor of such Securities;
(v) that That the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that That all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that That such sale is required due to Units tendered for redemption;
(viii) that That there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that That such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiiix) that That as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a1297(a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xivxi) That such sale is desirable because a Security is determined to be taxed as a partnership for U.S. Federal tax purposes;
(xii) That the Supervisor or its designee determines that such sale is appropriate;
(xiii) That any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest interest, or both, on any BondsFixed Income Security, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such BondsFixed Income Securities, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds Fixed Income Securities or otherwise; or that there exists any other legal question or impediment affecting such Fixed Income Securities or the payment of debt service on the same;
(xvxiv) that any Bonds That Fixed Income Securities are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xiv), "“an advanced refunding" ” shall mean when refunding bonds Fixed Income Securities are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds Fixed Income Securities on or before their redemption date; or;
(xvixv) If the Trust holds Fixed Income Securities, that as of any Record Date any of the Bonds such Securities are scheduled to be redeemed and paid prior to the next succeeding monthly Distribution Date; provided, however, that as the result of such redemption sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account on such next succeeding monthly Distribution Date at least $1.00 per 100 Units;; or
(xvi) That such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such a direction from the DepositorDepositor to dispose of Securities as described in this Section 3.07, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and and, upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges charges, shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds Fixed Income Securities upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xv), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such BondsFixed Income Securities, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such BondsFixed Income Securities; provided, further, if Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions.
(ec) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(fd) All references herein to the sale, liquidation or other disposition of Securities shall also mean with respect to Options the termination or closing out of such Options.
(e) If Options have been written with respect to Equity Securitiesby the Trust where potential amounts owed on such Options are covered by potential payouts at expiration by Options purchased by the Trust, then such Equity Securities purchased Options cannot be sold or liquidated without also closing out the related Options written Option positions."
25. (43) Section 3.09 of the Standard Terms 3.10 is hereby amended and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 12 contracts
Samples: Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2434), Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2433), Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2432)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that That there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that That any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that That there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the BondsFixed Income Securities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that That there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that That the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that That all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that That such sale is required due to Units tendered for redemption;
(viii) that That there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that That such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiiix) that That as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a1297(a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xivxi) That such sale is desirable because a Security is determined to be taxed as a partnership for U.S. Federal tax purposes;
(xii) That the Supervisor or its designee determines that such sale is appropriate;
(xiii) That any action or proceeding has been instituted in at law or equity seeking to restrain or enjoin the payment of principal or interest interest, or both, on any BondsFixed Income Security, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such BondsFixed Income Securities, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds Fixed Income Securities or otherwise; or that there exists any other legal question or impediment affecting such Fixed Income Securities or the payment of debt service on the same;
(xvxiv) that any Bonds That Fixed Income Securities are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xiv), "“an advanced refunding" ” shall mean when refunding bonds Fixed Income Securities are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds Fixed Income Securities on or before their redemption date; or;
(xvixv) If the Trust holds Fixed Income Securities, that as of any Record Date any of the Bonds such Securities are scheduled to be redeemed and paid prior to the next succeeding monthly Distribution Date; provided, however, that as the result of such redemption sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account on such next succeeding monthly Distribution Date at least $1.00 per 100 Units;; or
(xvi) That such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such a direction from the DepositorDepositor to dispose of Securities as described in this Section 3.07, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds Securities upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xv), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such BondsSecurities, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such BondsSecurities.
(ec) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f40) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. The first sentence of Section 3.09 of the Standard Terms 3.12 is hereby amended and Conditions of Trust shall be replaced in its entirety with the following: If at any time a dividend (once due and payable) on any of the Equity Securities shall not have been paid or the principal or interest on any of the Fixed Income Securities shall be in default and not paid or provisions for payment thereof shall not have been duly made, within 30 days be in default, the Trustee shall notify the Depositor thereof.
(41) Article III is hereby amended by adding the following two sections:
Appears in 9 contracts
Samples: Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2353), Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2319), Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2293)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principaldividends, interest interest, principal or dividendsother payments, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity SecuritiesSecurities after declared and when due and payable, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends dividends, interest, principal or other payments after declared and when due and payable from the Equity Securities or the debt service on the BondsSecurities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of principal, income, premium or income or premiumother similar payments, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any the Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof9.02;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's ’s Target Index;
(x) with respect to an Index Trust, that the Security is over- over-represented in the Trust's ’s portfolio in comparison to such Security's ’s weighting in the Trust's ’s Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company RIC for federal income tax purposes or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time;
(xv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "“an advanced refunding" ” shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's ’s Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, Depositor to dispose of Securities as described in this Section 3.07 upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."”
2523. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 6 contracts
Samples: Trust Agreement (Advisors Disciplined Trust 2039), Trust Agreement (Advisors Disciplined Trust 2027), Trust Agreement (Advisors Disciplined Trust 1982)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principaldividends, interest interest, principal or dividendsother payments, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity SecuritiesSecurities after declared and when due and payable, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends dividends, interest, principal or other payments after declared and when due and payable from the Equity Securities or the debt service on the BondsSecurities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of principal, income, premium or income or premiumother similar payments, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any the Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof9.02;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's ’s Target Index;
(x) with respect to an Index Trust, that the Security is over- over-represented in the Trust's ’s portfolio in comparison to such Security's ’s weighting in the Trust's ’s Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company RIC for federal income tax purposes or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time;
(xv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "“an advanced refunding" ” shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's ’s Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, Depositor to dispose of Securities as described in this Section 3.07 upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
(g) If Options have been written by the Trust where potential amounts owed on such Options are covered by potential payouts at expiration by Options purchased by the Trust, then such purchased Options cannot be liquidated without also closing out the related written Option positions.”
25. Section 3.09 3.08 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 6 contracts
Samples: Trust Agreement (Advisors Disciplined Trust 2014), Trust Agreement (Advisors Disciplined Trust 2006), Trust Agreement (Advisors Disciplined Trust 2003)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that That there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that That any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that That there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the BondsFixed Income Securities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that That there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that That the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that That all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that That such sale is required due to Units tendered for redemption;
(viii) that That there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that That such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiiix) that That as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a1297(a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xivxi) That such sale is desirable because a Security is determined to be taxed as a partnership for U.S. Federal tax purposes;
(xii) That the Supervisor or its designee determines that such sale is appropriate;
(xiii) That any action or proceeding has been instituted in at law or equity seeking to restrain or enjoin the payment of principal or interest interest, or both, on any BondsFixed Income Security, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such BondsFixed Income Securities, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds Fixed Income Securities or otherwise; or that there exists any other legal question or impediment affecting such Fixed Income Securities or the payment of debt service on the same;
(xvxiv) that any Bonds That Fixed Income Securities are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xiv), "an advanced refunding" shall mean when refunding bonds Fixed Income Securities are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds Fixed Income Securities on or before their redemption date; or;
(xvixv) If the Trust holds Fixed Income Securities, that as of any Record Date any of the Bonds such Securities are scheduled to be redeemed and paid prior to the next succeeding monthly Distribution Date; provided, however, that as the result of such redemption sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account on such next succeeding monthly Distribution Date at least $1.00 per 100 Units;; or
(xvi) That such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such a direction from the DepositorDepositor to dispose of Securities as described in this Section 3.07, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds Securities upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xv), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such BondsSecurities, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such BondsSecurities.
(ec) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f40) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. The first sentence of Section 3.09 of the Standard Terms 3.12 is hereby amended and Conditions of Trust shall be replaced in its entirety with the following: If at any time a dividend (once due and payable) on any of the Equity Securities shall not have been paid or the principal or interest on any of the Fixed Income Securities shall be in default and not paid or provisions for payment thereof shall not have been duly made, within 30 days be in default, the Trustee shall notify the Depositor thereof.
(41) Article III is hereby amended by adding the following two sections:
Appears in 5 contracts
Samples: Reference Trust Agreement (Guggenheim Defined Portfolios, Series 1951), Reference Trust Agreement (Guggenheim Defined Portfolios, Series 1825), Reference Trust Agreement (Guggenheim Defined Portfolios, Series 1752)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principaldividends, interest interest, principal or dividendsother payments, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity SecuritiesSecurities after declared and when due and payable, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends dividends, interest, principal or other payments after declared and when due and payable from the Equity Securities or the debt service on the BondsSecurities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of principal, income, premium or income or premiumother similar payments, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any the Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof9.02;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's ’s Target Index;
(x) with respect to an Index Trust, that the Security is over- over-represented in the Trust's ’s portfolio in comparison to such Security's ’s weighting in the Trust's ’s Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company RIC for federal income tax purposes or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time;
(xv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "“an advanced refunding" ” shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's ’s Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, Depositor to dispose of Securities as described in this Section 3.07 upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of (g) If Options have been written by the Standard Terms and Conditions of Trust shall where potential amounts owed on such Options are covered by potential payouts at expiration by Options purchased by the Trust, then such purchased Options cannot be replaced in its entirety with liquidated without also closing out the following:related written Option positions.”
Appears in 5 contracts
Samples: Trust Agreement (Advisors Disciplined Trust 2257), Trust Agreement (Advisors Disciplined Trust 2256), Trust Agreement (Advisors Disciplined Trust 2250)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that That there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that That any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity any such Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that That there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the BondsFixed Income Securities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that That there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding securities or obligations of the issuer or guarantor of such Securities;
(v) that That the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that That all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that That such sale is required due to Units tendered for redemption;
(viii) that That there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that That such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiiix) that That as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a1297(a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xivxi) That such sale is desirable because a Security is determined to be taxed as a partnership for U.S. Federal tax purposes;
(xii) he Supervisor or its designee determines that such sale is appropriate;
(xiii) That any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest interest, or both, on any BondsFixed Income Security, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such BondsFixed Income Securities, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds Fixed Income Securities or otherwise; or that there exists any other legal question or impediment affecting such Fixed Income Securities or the payment of debt service on the same;
(xvxiv) that any Bonds That Fixed Income Securities are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xiv), "“an advanced refunding" ” shall mean when refunding bonds Securities are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds Fixed Income Securities on or before their redemption date; or;
(xvixv) If the Trust holds Fixed Income Securities, that as of any Record Date any of the Bonds such Securities are scheduled to be redeemed and paid prior to the next succeeding monthly Distribution Date; provided, however, that as the result of such redemption sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account on such next succeeding monthly Distribution Date at least $1.00 per 100 Units;; or
(xvi) That such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such a direction from the DepositorDepositor to dispose of Securities as described in this Section 3.07, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and and, upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges charges, shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds Fixed Income Securities upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xv), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such BondsFixed Income Securities, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such BondsFixed Income Securities; provided, further, if Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions.
(ec) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(fd) All references herein to the sale, liquidation or other disposition of Securities shall also mean with respect to Options the termination or closing out of such Options.
(e) If Options have been written with respect to Equity Securitiesby the Trust where potential amounts owed on such Options are covered by potential payouts at expiration by Options purchased by the Trust, then such Equity Securities purchased Options cannot be sold or liquidated without also closing out the related Options written Option positions."
25. (43) Section 3.09 of the Standard Terms 3.10 is hereby amended and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 4 contracts
Samples: Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2415), Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2368), Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2358)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principaldividends, interest interest, principal or dividendsother payments, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity SecuritiesSecurities after declared and when due and payable, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends dividends, interest, principal or other payments after declared and when due and payable from the Equity Securities or the debt service on the BondsSecurities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of principal, income, premium or income or premiumother similar payments, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any the Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof9.02;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company RIC for federal income tax purposes or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time;
(xv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-under- represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, Depositor to dispose of Securities as described in this Section 3.07 upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 4 contracts
Samples: Trust Agreement (Advisors Disciplined Trust 1918), Trust Agreement (Advisors Disciplined Trust 1917), Trust Agreement (Advisors Disciplined Trust 1897)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principaldividends, interest interest, principal or dividendsother payments, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity SecuritiesSecurities after declared and when due and payable, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends dividends, interest, principal or other payments after declared and when due and payable from the Equity Securities or the debt service on the BondsSecurities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of principal, income, premium or income or premiumother similar payments, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any the Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof9.02;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's ’s Target Index;
(x) with respect to an Index Trust, that the Security is over- over-represented in the Trust's ’s portfolio in comparison to such Security's ’s weighting in the Trust's ’s Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company RIC for federal income tax purposes or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time;
(xv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "“an advanced refunding" ” shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's ’s Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, Depositor to dispose of Securities as described in this Section 3.07 upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."”
2524. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 3 contracts
Samples: Trust Agreement (Advisors Disciplined Trust 2093), Trust Agreement (Advisors Disciplined Trust 2066), Trust Agreement (Advisors Disciplined Trust 2053)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any the Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof9.02;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a "regulated investment company company" for federal income tax purposes or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time;
(xv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-under- represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, Depositor to dispose of Securities as described in this Section 3.07 upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 3 contracts
Samples: Trust Agreement (Advisors Disciplined Trust 1688), Trust Agreement (Advisors Disciplined Trust 1687), Trust Agreement (Advisors Disciplined Trust 1686)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principaldividends, interest interest, principal or dividendsother payments, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity SecuritiesSecurities after declared and when due and payable, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends dividends, interest, principal or other payments after declared and when due and payable from the Equity Securities or the debt service on the BondsSecurities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of principal, income, premium or income or premiumother similar payments, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any the Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof9.02;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's ’s Target Index;
(x) with respect to an Index Trust, that the Security is over- over-represented in the Trust's ’s portfolio in comparison to such Security's ’s weighting in the Trust's ’s Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company RIC for federal income tax purposes or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time;
(xv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "“an advanced refunding" ” shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's ’s Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, Depositor to dispose of Securities as described in this Section 3.07 upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:”
Appears in 2 contracts
Samples: Trust Agreement (Advisors Disciplined Trust 2248), Trust Agreement (Advisors Disciplined Trust 2247)
Sale of Securities. (a) If necessary, in In order to maintain the sound investment character of a the Trust, the Depositor may by written notice direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determined, if appropriatewith respect to the Securities to be sold, that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(ia) that there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to by the issuer of the Securities which would adversely affect either immediately or contingently the in payment of declared dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing redemption of the issuer or otherwise impair the sound investment character of such SecuritiesFund Shares;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivb) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal under any such Securities, or interest on any Bonds, attacking the constitutionality validity of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officersSecurities, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service dividends on the same;
(xvc) that there has been a default in the payment of principal or interest on any Bonds are outstanding obligations of the subject issuer of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 UnitsSecurities;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) that there has been a decline in market price of any such Securities to such an extent, or such other market or credit factor exists, that in the opinion of the Depositor the retention of such Securities would be detrimental to the Trust and to the interests of the Unit Holders; and
(e) that the sale is required to provide funds for the payment to the Depositor of the Deferred Sales Charge then due as set forth in the Prospectus for the Trust. In order to pay the Deferred Sales Charge, the Trustee shall sell or liquidate such an amount of Securities at such time and from time to time and in such manner as the Depositor shall direct such that the proceeds of such sale or liquidation shall be sufficient to pay the amount required to be paid to the Depositor pursuant to the Deferred Sales Charge program as set forth in the Prospectus for a Trust. Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidationsale, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and Trustee, any brokerage charges, taxes or other governmental charges charges, shall deposit such net proceeds in the applicable Capital Principal Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) . The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.073.08.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 2 contracts
Samples: Trust Indenture and Agreement (Government Securities Equity Trust Series 12), Trust Indenture and Agreement (Government Securities Equity Trust Series 11)
Sale of Securities. (a) If necessary, in In order to maintain the sound investment character of a the Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determined, if appropriate, determined that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(ia) that there has been a default on any failure by the issuer of the such Securities in the payment of principal, interest to declare or dividends, after declared and when due and payablepay an anticipated dividend thereon;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivb) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest dividends on any Bondssuch Securities, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service dividends on the same;
(xvc) that there has occurred any Bonds are the subject breach of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on covenant or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security warranty in any resolution, ordinance, trust, indenture or other securities agreement or document, which meet would adversely affect either immediately or contingently the criteria necessary for inclusion in payment of dividends on such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.Securities;
(d) Upon receipt that the price of any such Securities has declined to such an extent, or such other market or credit factor exists, that in the opinion of the Depositor the retention of such direction from Securities would be detrimental to the DepositorTrust and to the interest of the Unit Holders;
(e) that there has been a default in the payment of principal or par or stated value of, upon premium, if any, or income on any other outstanding securities of the issuer or the guarantor of such securities which might materially and adversely, either immediately or contingently, affect the Trustee shall relydeclaration or payment of dividends on the Securities; and
(f) that the tax treatment of the Trust as a grantor trust would otherwise be jeopardized. In order to pay the Deferred Sales Charge, the Trustee shall proceed to sell or liquidate such an amount of Securities and at such time and from time to time and in such manner as the specified Securities in accordance with Depositor shall direct such direction, and upon the receipt of that the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation shall be sufficient to pay the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and required to accrue thereon be paid to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made Depositor pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and Deferred Sales Charge program as set forth in the absence of such direction prospectus for a Trust. Securities sold shall either be sold to a purchaser subject to the related Purchase Rights or the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety acquire a purchase right with the following:same terms as the Purchase Right in such a manner that the obligation under the Purchase Right is canceled and then sell the Securities to which such Purchase Right related.
Appears in 2 contracts
Samples: Trust Indenture and Agreement (National Equity Tr Short Term Low 5 Cover Write Opt Tr Ser 1), Trust Indenture and Agreement (National Equity Tr Short Term Low 5 Cover Write Opt Tr Ser 1)
Sale of Securities. (a) If necessaryPledgor recognizes that PSC may be unable to effect a public sale of any or all of the Securities by reason of certain prohibitions contained in the federal securities laws and applicable state or foreign securities laws, in order and thus may resort to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more private sales thereof to a restricted group of the following conditions exist purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with respect a view to the Securities distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be sold:
(i) that there has deemed to have been made in a default on commercially reasonable manner. PSC shall be under no obligation to delay a sale of any of the Securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the federal securities laws, or under applicable state securities laws, even if such issuer would agree to do so. Upon the consummation of any private or public sale, PSC shall have the right to deliver, assign, and transfer to the purchaser thereof the Securities so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it has or may at any time in the payment future have under any rule of principal, interest or dividends, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking statute now existing or hereafter enacted. PSC shall give Pledgor notice of PSC's intention to restrain make any such public or enjoin private sale at broker's board or on a securities exchange to the payment extent required hereunder or by the Code. Such notice, in case of dividends sale at broker's board or on Equity a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Securities, or that there exists portion thereof so being sold, will first be offered for sale at such board or exchange. At any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of sale the Securities which would adversely affect either immediately may be sold in one lot as an entirety or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisorseparate parcels, as evidenced in writing to the Trustee, the retention of such Securities would PSC may determine. PSC shall not be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds obligated to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xiv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xv) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason notice if PSC shall determine not to do so, regardless of the failure fact that notice of sale of the Depositor Securities may have been given. PSC may without notice or publication, adjourn any public or private sale or cause the same to give any such directionbe adjourned from time to time by announcement at the time and place fixed for the sale, and in such sale may be made at any time or place to which the absence same may be so adjourned. In case of such direction the Trustee shall have no duty to sell any sale of all or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 part of the Standard Terms and Conditions of Trust shall be replaced in its entirety with Securities on credit or for future delivery, the following:Securities so sold may be
Appears in 2 contracts
Samples: Pledge Agreement (Perot Systems Corp), Pledge Agreement (Perot Systems Corp)
Sale of Securities. (a) If necessaryPledgor recognizes that PSC may be unable to effect a public sale of any or all of the Securities by reason of certain prohibitions contained in the federal securities laws and applicable state or foreign securities laws, in order and thus may resort to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more private sales thereof to a restricted group of the following conditions exist purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with respect a view to the Securities distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be sold:
(i) that there has deemed to have been made in a default on commercially reasonable manner. PSC shall be under no obligation to delay a sale of any of the Securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the federal securities laws, or under applicable state securities laws, even if such issuer would agree to do so. Upon the consummation of any private or public sale, PSC shall have the right to deliver, assign, and transfer to the purchaser thereof the Securities so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it has or may at any time in the payment future have under any rule of principal, interest or dividends, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking statute now existing or hereafter enacted. PSC shall give Pledgor notice of PSC's intention to restrain make any such public or enjoin private sale at broker's board or on a securities exchange to the payment extent required hereunder or by the Code. Such notice, in case of dividends sale at broker's board or on Equity a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Securities, or that there exists portion thereof so being sold, will first be offered for sale at such board or exchange. At any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of sale the Securities which would adversely affect either immediately may be sold in one lot as an entirety or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisorseparate parcels, as evidenced in writing to the Trustee, the retention of such Securities would PSC may determine. PSC shall not be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds obligated to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xiv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xv) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction notice if PSC shall determine not to do so, regardless of the fact that notice of sale of the Securities may have been given. PSC may without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by reason announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Securities on credit or for future delivery, the Securities so sold may be retained by PSC until the selling price is paid by the purchaser thereof, but PSC shall not incur any liability in case of the failure of such purchaser to take up and pay for the Depositor to give Securities so sold and, in case of any such directionfailure, such Securities may again be sold upon like notice. PSC may also, at its discretion, proceed by a suit or suits at law, or in equity to foreclose its security interest and sell the Securities, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Securities or any part thereof, Pledgor shall execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and in will otherwise use Pledgor's best efforts to secure the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07same.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 2 contracts
Samples: Pledge Agreement (Perot Systems Corp), Pledge Agreement (Perot Systems Corp)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that That there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that That any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that That there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the BondsFixed Income Securities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that That there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that That the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that That all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that That such sale is required due to Units tendered for redemption;
(viii) that That there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that That such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiiix) that That as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a1297(a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xivxi) That such sale is desirable because a Security is determined to be taxed as a partnership for U.S. Federal tax purposes;
(xii) he Supervisor or its designee determines that such sale is appropriate;
(xiii) That any action or proceeding has been instituted in at law or equity seeking to restrain or enjoin the payment of principal or interest interest, or both, on any BondsFixed Income Security, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such BondsFixed Income Securities, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds Fixed Income Securities or otherwise; or that there exists any other legal question or impediment affecting such Fixed Income Securities or the payment of debt service on the same;
(xvxiv) that any Bonds That Fixed Income Securities are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xiv), "“an advanced refunding" ” shall mean when refunding bonds Securities are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds Fixed Income Securities on or before their redemption date; or;
(xvixv) If the Trust holds Fixed Income Securities, that as of any Record Date any of the Bonds such Securities are scheduled to be redeemed and paid prior to the next succeeding monthly Distribution Date; provided, however, that as the result of such redemption sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account on such next succeeding monthly Distribution Date at least $1.00 per 100 Units;; or
(bxvi) In the event a Security That such sale is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance comply with such directionfederal and/or state securities laws, regulations and/or regulatory actions and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds interpretations which may be in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction effect from the Depositor pursuant time to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bondstime.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 2 contracts
Samples: Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2397), Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2243)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be sold:
(i) that there has been a default on any of the Securities in the payment of principal, interest interest, dividends or dividends, after declared and other payments on or related to such Securities when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin any payment that becomes payable on the Options under any Option Agreement, or that there exists any legal question or impediment affecting such Options or payments that become payable under the Option Agreement;
(iv) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities Securities, the payment of any amounts payable under any Option Agreement for the Options, or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(ivv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(vvi) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vivii) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(viiviii) that such sale is required due to Units tendered for redemption;
(viiiix) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ixx) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(xxi) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xixii) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xiixiii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiiixiv) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivxv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or;
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;Unit; or
(xviii) that such sale is required to satisfy amounts payable pursuant to any Option Agreement.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that That there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that That any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that That there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the BondsFixed Income Securities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that That there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that That the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that That all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that That such sale is required due to Units tendered for redemption;
(viii) that That there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that That such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiiix) that That as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a1297(a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xivxi) That such sale is desirable because a Security is determined to be taxed as a partnership for U.S. Federal tax purposes;
(xii) That the Supervisor or its designee determines that such sale is appropriate;
(xiii) That any action or proceeding has been instituted in at law or equity seeking to restrain or enjoin the payment of principal or interest interest, or both, on any BondsFixed Income Security, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such BondsFixed Income Securities, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds Fixed Income Securities or otherwise; or that there exists any other legal question or impediment affecting such Fixed Income Securities or the payment of debt service on the same;
(xvxiv) that any Bonds That Fixed Income Securities are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xiv), "“an advanced refunding" ” shall mean when refunding bonds Fixed Income Securities are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds Fixed Income Securities on or before their redemption date; or;
(xvixv) If the Trust holds Fixed Income Securities, that as of any Record Date any of the Bonds such Securities are scheduled to be redeemed and paid prior to the next succeeding monthly Distribution Date; provided, however, that as the result of such redemption sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account on such next succeeding monthly Distribution Date at least $1.00 per 100 Units;; or
(bxvi) In the event a Security That such sale is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance comply with such directionfederal and/or state securities laws, regulations and/or regulatory actions and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds interpretations which may be in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction effect from the Depositor pursuant time to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bondstime.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Samples: Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2439)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determined, if appropriate, determined that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(ia) that there has been a default on any of the such Securities in the payment of principalprincipal or interest, interest or dividendsboth, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivb) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bondssuch Securities, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvc) that there has occurred any Bonds breach of covenant or warranty in any resolution, ordinance, trust indenture or other document, which would adversely affect either immediately or contingently the payment of debt service on such Securities, or their general credit standing, or otherwise impair the sound investment character of such Securities;
(d) that there has been a default in the payment of principal of or interest on any other outstanding obligations of an issuer of such Securities;
(e) that, in the case of Trusts containing Treasury Obligations, there has been a default in payment of interest or principal of other obligations guaranteed or backed by the full faith and credit of the United States of America;
(f) that the price of any such Securities has declined to such an extent, or such other market or credit factor exists, so that in the opinion of the Depositor the retention of such Securities would be detrimental to such Trust and to the interest of the Unitholders thereof;
(g) that such Securities are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(g), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or;
(xvih) that as of any Record Date any of the Bonds Securities are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; providedPROVIDED, howeverHOWEVER, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Principal Account on such next succeeding Distribution Date at least $1.00 .50 per 100 Units;Unit; or
(bi) In that the event sale of Securities is necessary or advisable (1) in order to maintain the qualification of a Security is sold pursuant to Section 3.07(a)(v) Trust as a direct result "Regulated Investment Company" in the case of serious adverse credit factors affecting the issuer of such Security and the a Trust which has elected to be taxed qualify as such, or (2) to make distributions from a "regulated investment company" as defined Trust in order to avoid the United States Internal Revenue Code incurrance of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Indexexcise taxes. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction; PROVIDED, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, howeverHOWEVER, that the Trustee shall not sell or liquidate or sell any Bonds Securities upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi)that it has determined that the conditions in subdivision (h) above exist, unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such BondsSecurities, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) Securities. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.073.07 except to the extent otherwise required by Section 3.10 of this Indenture.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Sale of Securities. (a) If necessary, in In order to maintain the sound investment character of the Trust and to maintain the qualification of the Trust as a Trust"regulated investment company" under the Internal Revenue Code, the Depositor may and with respect to subsection (a) of this Section 3.07, shall, direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determined, if appropriate, determined that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(ia) that the numerical rating of any such Securities has fallen below the minimum quality rating for the Portfolios of the Trust set forth in the applicable prospectus, which rating is based upon the rating system used by the Research Department of Prudential Securities Incorporated, or any successor or substitute rating entity designated by the Depositor;
(b) that there has been a default on any failure by the issuer of the such Securities in the payment of principal, interest to declare or dividends, after declared and when due and payablepay an anticipated dividend thereon;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivc) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest dividends on any BondsAny such Securities, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service dividends on the same;
(xvd) that there has occurred any Bonds are breach of covenant or warranty in any resolution, ordinance, trust, indenture or other agreement or document, which would adversely affect either immediately or contingently the subject payment of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds dividends on or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 UnitsSecurities;
(be) In that the event a Security is sold pursuant price of any such Securities has declined to Section 3.07(a)(v) as a direct result such an extent, or such other adverse market or credit factor exists, that in the opinion of serious adverse credit factors affecting the issuer Depositor the retention of such Security and Securities would be detrimental to the Trust has elected and to be taxed the interest of the Unit Holders; and
(f) that the sale of such Securities is necessary or advisable in order to maintain the qualification of the Trust as a "regulated investment company" as defined in under the United States Internal Revenue Code or to avoid the payment of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of tax by the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Samples: Trust Indenture (National Equity Trust Forbes Semiconductor Index Trust)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a the Trust, the Depositor Depositor-Sponsor may direct notify the Trustee in writing of its desire to sell or liquidate Securities in such the Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist exist:
(a) there has been an uncured default under an Assignment of Rents with respect to the Securities to be sold:
(i) that there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payablerents;
(iib) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any a material breach of covenant or warranty in any document relating to one or more leases underlying the issuer Assignment(s) of Rents by a tenant which would, in the opinion of the Securities which would Depositor-Sponsor, adversely affect either immediately or contingently the payment of dividends from rents the Equity Securities or the debt service on the Bonds, or the general credit standing Assignment of the issuer or otherwise impair the sound investment character of such SecuritiesRents;
(ivc) that there the value of the underlying property pursuant to which the Assignment of Rents has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security issued has declined to such an extent or other such credit factors exist so that in the opinion of the SupervisorDepositor-Sponsor, as evidenced in writing to the Trustee, the retention of such Securities Assignment of Rents would be detrimental to the Trust and to the interest of the Unitholders;
(vid) the issuer of a debt security included as one of the Securities defaults on the payment of its outstanding obligations;
(e) that all of the Securities in the Trust Fund will be sold pursuant to termination of the Trust pursuant to Section 9.02 10.2 hereof;; or
(viif) that such sale is required necessary due to one or more Units tendered for redemption;
(viii) that there has been a public tender offer made redemption and accepted for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xiv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance redemption by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xv) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold Depositor-Sponsor pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index5.3. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall relynotice, the Trustee shall proceed deliver to the Depositor-Sponsor the Securities identified by the Depositor-Sponsor to be sold or liquidated. The Depositor-Sponsor shall then sell or liquidate the specified Securities in accordance with such direction, and upon the identified Securities. Upon receipt of the proceeds from the Depositor-Sponsor of any such sale or liquidation, after deducting deduction therefrom any fees and expenses of the Trustee Depositor-Sponsor connected with such sale or liquidation liquidation, and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; providedcharges, however, that the Trustee shall not liquidate or sell any Bonds upon receipt deposit and credit to the Capital Account such proceeds to meet redemptions of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued Units and to accrue thereon to the date pay expenses of the Trust. Proceeds not needed to meet redemption of such Bonds.
(e) Units or pay expenses of the Trust shall be reinvested in the Securities selected by the Depositor-Sponsor. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.073.7.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Samples: Trust Agreement (Gen Net Realty Unit Investment Trust Corporate Govt Series)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principaldividends, interest interest, principal or dividendsother payments, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity SecuritiesSecurities after declared and when due and payable, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends dividends, interest, principal or other payments after declared and when due and payable from the Equity Securities or the debt service on the BondsSecurities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of principal, income, premium or income or premiumother similar payments, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any the Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as asv evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof9.02;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's ’s Target Index;
(x) with respect to an Index Trust, that the Security is over- over-represented in the Trust's ’s portfolio in comparison to such Security's ’s weighting in the Trust's ’s Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company RIC for federal income tax purposes or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time;
(xv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "“an advanced refunding" ” shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's ’s Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, Depositor to dispose of Securities as described in this Section 3.07 upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."”
2524. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that there has been a default on any of the Securities in the payment of principaldividends, interest interest, principal or dividendsother payments, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity SecuritiesSecurities after declared and when due and payable, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends dividends, interest, principal or other payments after declared and when due and payable from the Equity Securities or the debt service on the BondsSecurities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of principal, income, premium or income or premiumother similar payments, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any the Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof9.02;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's ’s Target Index;
(x) with respect to an Index Trust, that the Security is over- over-represented in the Trust's ’s portfolio in comparison to such Security's ’s weighting in the Trust's ’s Target Index;
(xi) if the Trust has not elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedGrantor Trust, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, that such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company RIC for federal income tax purposes or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xiv) that such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time;
(xv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvxvi) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xvi), "“an advanced refunding" ” shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvixvii) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, then the Depositor may, if permitted by applicable law, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's ’s Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as is a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amendedRIC, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's ’s portfolio in comparison to their weighting in the Trust's ’s Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, Depositor to dispose of Securities as described in this Section 3.07 upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xvii), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."”
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Sale of Securities. (a) If necessary, in In order to maintain the sound investment character of a the Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determined, if appropriate, determined that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(ia) that there has been a default on any failure by the issuer of the such Securities in the payment of principal, interest to declare or dividends, after declared and when due and payablepay an anticipated dividend thereon;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivb) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest dividends on any Bondssuch Securities, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service dividends on the same;
(xvc) that there has occurred any Bonds are the subject breach of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on covenant or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security warranty in any resolution, ordinance, trust, indenture or other securities agreement or document, which meet would adversely affect either immediately or contingently the criteria necessary for inclusion in payment of dividends on such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.Securities;
(d) that the price of any such Securities has declined to such an extent, or such other market or credit factor exists, that in the opinion of the Depositor the retention of such Securities would be detrimental to the Trust and to the interest of the Unit Holders;
(e) that there has been a default in the payment of principal or par or stated value of, premium, if any, or income on any other outstanding securities of the issuer or the guarantor of such securities which might materially and adversely, either immediately or contingently, affect the declaration or payment of dividends on the Securities; and
(f) that the tax treatment of the Trust as a grantor trust would otherwise be jeopardized. Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) . The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with 3.08. The Depositor shall not be liable for errors of judgment in directing or failing to direct the Trustee pursuant to this Section 3.08. The Trustee shall sell any options, warrants or other rights to purchase securities distributed to the Trust in respect to Equity of Securities, as soon as is practicable after receipt of such Equity Securities cannot be sold options, warrants or liquidated without also closing out other rights, unless otherwise directed by the related Options positionsDepositor."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Samples: Trust Indenture and Agreement (Morgan Stanley Dean Wit Sel Equity Tr 5 Industrial 2000-2)
Sale of Securities. (a) If necessary, in In order to maintain the sound investment character of a the Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determineddetermined with the advice of the Portfolio Supervisor, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(i1) that there has been a default in payment of amounts due on any of the Securities in Securities, including the payment of principalprincipal or interest, interest or dividendsboth, after declared and when due and payablepayable on any Bond;
(ii2) that any action or proceeding has been instituted at institution of legal proceedings in law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, amounts due or that there exists any legal question declaration or impediment affecting such Equity Securities or the payment of regular dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bondsor, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trustany Bond, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xiv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any such Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities Bonds or the payment of debt service on the same;
(xv3) that any Bonds are the subject default under certain documents materially and adversely affecting future declaration or payment of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on amounts due or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Unitsexpected;
(b4) In determination of the event Depositor that the tax treatment of the Trust as a Security grantor trust would otherwise be jeopardized;
(5) decline in price that is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of a Security or that the price of any Bond had devalued to such an extent, or such other market or credit factors exists, which, in the opinion of the Depositor, would make the retention of the Security and detrimental to the Trust or the Unitholders;
(6) that there has elected to be taxed as been a "regulated investment company" as defined public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the United States Internal Revenue Code opinion of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment sale or tender of the proceeds Security is in the best interest of the sale Unitholders;
(7) that there has occurred any breach of covenant or warrant in any resolution, ordinance, trust, indenture or other document, which would adversely affect either immediately or contingently the payment of debt service on any Bond, or other general credit standing, or otherwise impair the sound investment character of such Security Bond;
(8) there has been a default in the payment of principal of or interest on any other outstanding securities which meet of an issuer or guarantor of any Bond; or
(9) in the criteria necessary case of revenue Bonds, the revenues and income of the facility or project or other special funds expressly charged and pledged for inclusion debt service on any such Bonds shall fall substantially below the estimated revenues or income calculated by the engineers or other proper officials charged with the acquisition, construction or operation of such facility or project, so that, in the opinion of the Depositor, the retention of such Bonds would be detrimental to the sound investment character of such Trust on and to the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment interest of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target IndexUnitholders thereof. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities Security in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) . The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.073.8.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Samples: Trust Indenture and Agreement (Smart Trust Tax Free Bond Trust Series 1)
Sale of Securities. (a) If necessaryPledgor recognizes that PSC may be unable to effect a public sale of any or all of the Securities by reason of certain prohibitions contained in the federal securities laws and applicable state or foreign securities laws, in order and thus may resort to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more private sales thereof to a restricted group of the following conditions exist purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with respect a view to the Securities distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be sold:
(i) that there has deemed to have been made in a default on commercially reasonable manner. PSC shall be under no obligation to delay a sale of any of the Securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the federal securities laws, or under applicable state securities laws, even if such issuer would agree to do so. Upon the consummation of any private or public sale, PSC shall have the right to deliver, assign, and transfer to the purchaser thereof the Securities so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right of whatsoever kind, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it has or may at any time in the payment future have under any rule of principal, interest or dividends, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking statute now existing or hereafter enacted. PSC shall give Pledgor notice of PSC's intention to restrain make any such public or enjoin private sale at broker's board or on a securities exchange to the payment extent required hereunder or by the Code. Such notice, in case of dividends sale at broker's board or on Equity a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Securities, or that there exists portion thereof so being sold, will first be offered for sale at such board or exchange. At any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of sale the Securities which would adversely affect either immediately may be sold in one lot as an entirety or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisorseparate parcels, as evidenced in writing to the Trustee, the retention of such Securities would PSC may determine. PSC shall not be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds obligated to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xiv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xv) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction notice if PSC shall determine not to do so, regardless of the fact that notice of sale of the Securities may have been given. PSC may without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by reason announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Securities on credit or for future delivery, the Securities so sold may be retained by PSC until the selling price is paid by the purchaser thereof, but PSC shall not incur any liability in case of the failure of the Depositor such purchaser to give any such direction, take up and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:pay for the
Appears in 1 contract
Sale of Securities. (a) If necessary, in In order to maintain the sound investment character of a the Trust, the Depositor may by written notice direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determined, if appropriatewith respect to the Securities to be sold, that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(ia) that there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to by the issuer of the Securities which would adversely affect either immediately or contingently the in payment of declared dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing redemption of the issuer or otherwise impair the sound investment character of such SecuritiesFund Shares;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivb) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal under any such Securities, or interest on any Bonds, attacking the constitutionality validity of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officersSecurities, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service dividends on the same;
(xvc) that there has been a default in the payment of principal or interest on any Bonds are outstanding obligations of the subject issuer of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 UnitsSecurities;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) that there has been a decline in market price of any such Securities to such an extent, or such other market or credit factor exists, that in the opinion of the De- positor the retention of such Securities would be detrimental to the Trust and to the interests of the Unit Holders; and
(e) that the sale is required to provide funds for the payment to the Depositor of the Deferred Sales Charge then due as set forth in the Prospectus for the Trust. In order to pay the Deferred Sales Charge, the Trustee shall sell or liquidate such an amount of Securities at such time and from time to time and in such manner as the Depositor shall direct such that the proceeds of such sale or liquidation shall be sufficient to pay the amount required to be paid to the Depositor pursuant to the Deferred Sales Charge program as set forth in the Prospectus for a Trust. Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidationsale, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and Trustee, any brokerage charges, taxes or other governmental charges charges, shall deposit such net proceeds in the applicable Capital Principal Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) . The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.073.08.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Samples: Trust Indenture and Agreement (Government Securities Equity Trust Series 10)
Sale of Securities. (a) If necessary, in In order to maintain the sound investment character of a the Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determined, if appropriate, determined that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(ia) that there has been a default on any failure by the issuer of the such Securities in the payment of principal, interest to declare or dividends, after declared and when due and payablepay an anticipated dividend thereon;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivb) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest dividends on any Bondssuch Securities, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service dividends on the same;
(xvc) that there has occurred any Bonds are the subject breach of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on covenant or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security warranty in any resolution, ordinance, trust, indenture or other securities agreement or document, which meet would adversely affect either immediately or contingently the criteria necessary for inclusion in payment of dividends on such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.Securities;
(d) Upon receipt that the price of any such Securities has declined to such an extent, or such other market or credit factor exists, that in the opinion of the Depositor the retention of such direction from Securities would be detrimental to the DepositorTrust and to the interest of the Unit Holders;
(e) that there has been a default in the payment of principal or par or stated value of, upon premium, if any, or income on any other outstanding securities of the issuer or the guarantor of such securities which might materially and adversely, either immediately or contingently, affect the Trustee shall relydeclaration or payment of dividends on the Securities; and
(f) that the tax treatment of the Trust as a grantor trust would otherwise be jeopardized. In order to pay the Deferred Sales Charge, the Trustee shall proceed to sell or liquidate such an amount of Securities and at such time and from time to time and in such manner as the specified Securities in accordance with Depositor shall direct such direction, and upon the receipt of that the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation shall be sufficient to pay the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and required to accrue thereon be paid to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made Depositor pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and Deferred Sales Charge program as set forth in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07prospectus for a Trust.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Samples: Trust Indenture and Agreement (National Equity Trust Otc Growth Trust Series 5)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be sold:
(i) that there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xiv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xv) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determined, if appropriate, determined that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(ia) that there has been a default on any of the such Securities in the payment of principalprincipal or interest, interest or dividendsboth, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivb) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bondssuch Securities, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xvc) that there has occurred any Bonds breach of covenant or warranty in any resolution, ordinance, trust indenture or other document, which would adversely affect either immediately or contingently the payment of debt service on such Securities, or their general credit standing, or otherwise impair the sound investment character of such Securities;
(d) that there has been a default in the payment of principal of or interest on any other outstanding obligations of an issuer of such Securities;
(e) that, in the case of Trusts containing Treasury Obligations, there has been a default in payment of interest or principal of other obligations guaranteed or backed by the full faith and credit of the United States of America;
(f) that the price of any such Securities has declined to such an extent, or such other market or credit factor exists, so that in the opinion of the Depositor the retention of such Securities would be detrimental to such Trust and to the interest of the Unitholders thereof;
(g) that such Securities are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(g), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or;
(xvih) that as of any Record Date any of the Bonds Securities are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; providedPROVIDED, howeverHOWEVER, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Principal Account on such next succeeding Distribution Date at least $1.00 .50 per 100 Units;
(b) In Unit. The Depositor shall also consider whether any insurance that may be applicable to the event a Security is sold pursuant Bonds cannot be relied upon to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting provide the issuer of such Security principal and the Trust has elected interest protections intended to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of afforded by such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Indexinsurance. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction; PROVIDED, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, howeverHOWEVER, that the Trustee shall not sell or liquidate or sell any Bonds Securities upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi)that it has determined that the conditions in subdivision (h) above exist, unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such BondsSecurities, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) Securities. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.073.07 except to the extent otherwise required by Section 3.10 of this Indenture.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Samples: Standard Terms and Conditions of Trust (Nuveen Unit Trusts Series 1)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trustthe Fund, the Depositor Board may direct the Trustee to sell or liquidate Securities in such Trust the Fund at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist exist:
(a) there has been an uncured default under an Assignment of Rents with respect to the Securities to be sold:
(i) that there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payablerents;
(iib) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any a material breach of covenant or warranty in any document relating to one or more leases underlying the issuer Assignment(s) of Rents by a tenant which would, in the opinion of the Securities which would Board, adversely affect either immediately or contingently the payment of dividends from rents the Equity Securities or the debt service on the Bonds, or the general credit standing Assignment of the issuer or otherwise impair the sound investment character of such SecuritiesRents;
(ivc) that there the value of the underlying property pursuant to which the Assignment of Rents has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security issued has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the TrusteeBoard, the retention of such Securities Assignment of Rents would be detrimental to the Trust Fund and to the interest of the Unitholders;
(vid) the issuer of a debt security included as one of the Securities defaults on the payment of its outstanding obligations; or
(e) that all of the Securities in the Trust Fund will be sold pursuant to termination of the Trust pursuant to Section 9.02 8.2 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xiv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xv) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall relynotice, the Trustee Trust Custodian shall proceed deliver to the Fund the Securities held by it and identified by the Board to be sold or liquidated. The Fund shall then sell or liquidate the specified Securities in accordance with such direction, and upon the identified Securities. Upon receipt of the proceeds of any such sale or liquidation, after deducting deduction therefrom any fees and expenses of the Trustee Trust Custodian connected with such sale or liquidation liquidation, and any brokerage charges, taxes or other governmental charges charges, the Board shall deposit and credit to the Capital Account such net proceeds to pay expenses of the Fund. Proceeds not needed to pay expenses of the Fund shall be reinvested in the applicable Capital Account; provided, however, that Securities selected by the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) Board. The Trustee Trustees shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.073.7.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Samples: Trust Agreement (Gen Net Lease Income Fund Corporate & Govement Series)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell sell, liquidate or liquidate otherwise dispose of Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be soldsuch Securities:
(i) that That there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that That any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends dividends, interest, principal or other payments on Equity any such Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends dividends, interest, principal or other payments from the same;
(iii) that That there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the BondsFixed Income Securities, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that That there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding securities or obligations of the issuer or guarantor of such Securities;
(v) that That the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that That all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that That such sale is required due to Units tendered for redemption;
(viii) that That there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that That such sale is necessary or advisable (iA) to maintain the qualification of the Trust as a regulated investment company or (iiB) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiiix) that That as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a1297(a) of the United States Internal Revenue Code of 1986, as amended.Code;
(xivxi) That such sale is desirable because a Security is determined to be taxed as a partnership for U.S. Federal tax purposes;
(xii) That the Supervisor or its designee determines that such sale is appropriate;
(xiii) That any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest interest, or both, on any BondsFixed Income Security, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such BondsFixed Income Securities, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds Fixed Income Securities or otherwise; or that there exists any other legal question or impediment affecting such Fixed Income Securities or the payment of debt service on the same;
(xvxiv) that any Bonds That Fixed Income Securities are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv3.07(a)(xiv), "“an advanced refunding" ” shall mean when refunding bonds Securities are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds Fixed Income Securities on or before their redemption date; or;
(xvixv) If the Trust holds Fixed Income Securities, that as of any Record Date any of the Bonds such Securities are scheduled to be redeemed and paid prior to the next succeeding monthly Distribution Date; provided, however, that as the result of such redemption sale the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account on such next succeeding monthly Distribution Date at least $1.00 per 100 Units;; or
(xvi) That such sale is necessary for the Trust to comply with such federal and/or state securities laws, regulations and/or regulatory actions and interpretations which may be in effect from time to time.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such a direction from the DepositorDepositor to dispose of Securities as described in this Section 3.07, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and and, upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges charges, shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds Fixed Income Securities upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi3.07(a)(xv), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such BondsFixed Income Securities, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such BondsFixed Income Securities; provided, further, if Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions.
(ec) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(fd) All references herein to the sale, liquidation or other disposition of Securities shall also mean with respect to Options the termination or closing out of such Options.
(e) If Options have been written with respect to Equity Securitiesby the Trust where potential amounts owed on such Options are covered by potential payouts at expiration by Options purchased by the Trust, then such Equity Securities purchased Options cannot be sold or liquidated without also closing out the related Options written Option positions."
25. (43) Section 3.09 of the Standard Terms 3.10 is hereby amended and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Samples: Reference Trust Agreement (Guggenheim Defined Portfolios, Series 2416)
Sale of Securities. (a) If necessary, in order to maintain the sound investment character of a Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor has determined, if appropriate, that any one or more of the following conditions exist with respect to the Securities to be sold:
(i) that there has been a default on any of the Securities in the payment of principal, interest interest, or dividends, after declared and other payments on or related to such Securities when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin any payment that becomes payable on the payment of dividends on Equity SecuritiesOptions under any Option Agreement, or that there exists any legal question or impediment affecting such Equity Securities Options or payments that become payable under the payment of dividends from the sameOption Agreements;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from any amounts payable under any Option Agreement for the Equity Securities Options, or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xiv) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest on any Bonds, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service on the same;
(xv) that any Bonds are the subject of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or;
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;Unit; or
(xvii) that such sale is required to satisfy amounts payable pursuant to any Option Agreement.
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Sale of Securities. (a) If necessary, in In order to maintain the sound investment character of a the Trust, the Depositor may by written notice direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determined, if appropriatewith respect to the Securities to be sold, that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(ia) that there has been a default on any of the Securities in the payment of principal, interest or dividends, after declared and when due and payable;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to by the issuer of the Securities which would adversely affect either immediately or contingently the in payment of declared dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing redemption of the issuer or otherwise impair the sound investment character of such SecuritiesFund Shares;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivb) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal under any such Securities, or interest on any Bonds, attacking the constitutionality validity of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officersSecurities, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service dividends on the same;
(xvc) that there has been a default in the payment of principal or interest on any Bonds are outstanding obligations of the subject issuer of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 UnitsSecurities;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security in any other securities which meet the criteria necessary for inclusion in such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.
(d) that there has been a decline in market price of any such Securities to such an extent, or such other market or credit factor exists, that in the opinion of the Depositor the retention of such Securities would be detrimental to the Trust and to the interests of the Unit Holders; and Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidationsale, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and Trustee, any brokerage charges, taxes or other governmental charges charges, shall deposit such net proceeds in the applicable Capital Principal Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) . The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.073.08.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:
Appears in 1 contract
Samples: Trust Indenture and Agreement (Government Securities Equity Trust Series 8)
Sale of Securities. (a) If necessary, in In order to maintain the sound investment character of a the Trust, the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determined, if appropriate, determined that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(ia) that there has been a default on any failure by the issuer of the such Securities in the payment of principal, interest to declare or dividends, after declared and when due and payablepay an anticipated dividend thereon;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivb) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest dividends on any Bondssuch Securities, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service dividends on the same;
(xvc) that there has occurred any Bonds are the subject breach of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on covenant or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security warranty in any resolution, ordinance, trust, indenture or other securities agreement or document, which meet would adversely affect either immediately or contingently the criteria necessary for inclusion in payment of dividends on such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.Securities;
(d) that the price of any such Securities has declined to such an extent, or such other market or credit factor exists, that in the opinion of the Depositor the retention of such Securities would be detrimental to the Trust and to the interest of the Unit Holders;
(e) that there has been a default in the payment of principal or par or stated value of, premium, if any, or income on any other outstanding securities of the issuer or the guarantor of such securities which might materially and adversely, either immediately or contingently, affect the declaration or payment of dividends on the Securities; and
(f) that the tax treatment of the Trust as a grantor trust would otherwise be jeopardized. In order to pay the Deferred Sales Charge, the Trustee shall sell or liquidate such an amount of Securities and at such time and from time to time and in such manner as the Depositor shall direct such that the proceeds of such sale or liquidation shall equal the amount required to be paid to the Depositor pursuant to the Deferred Sales Charge program as set forth in the prospectus for a Trust. Upon receipt of such direction from the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds of any such sale or liquidation, after deducting therefrom any fees and expenses of the Trustee connected with such sale or liquidation and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds in the applicable Capital Account; provided, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date of the redemption of such Bonds.
(e) . The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to any such direction or by reason of the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out the related Options positions."
25. Section 3.09 of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following:direction
Appears in 1 contract
Samples: Trust Indenture and Agreement (National Equity Trust Low Five Portfolio Series 31)
Sale of Securities. (a) If necessary, in In order to maintain the sound investment character of a Trust, the Trust the Depositor may direct the Trustee to sell or liquidate Securities in such Trust at such price and time and in such manner as shall be determined by the Depositor, provided that the Supervisor Depositor has determined, if appropriate, determined that any one or more of the following conditions exist with respect to the Securities to be soldexist:
(ia) that there has been a default on any failure by the issuer of the such Securities in the payment of principal, interest to declare or dividends, after declared and when due and payablepay an anticipated dividend thereon;
(ii) that any action or proceeding has been instituted at law or equity seeking to restrain or enjoin the payment of dividends on Equity Securities, or that there exists any legal question or impediment affecting such Equity Securities or the payment of dividends from the same;
(iii) that there has occurred any breach of covenant or warranty in any document relating to the issuer of the Securities which would adversely affect either immediately or contingently the payment of dividends from the Equity Securities or the debt service on the Bonds, or the general credit standing of the issuer or otherwise impair the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends, interest, principal of or income or premium, if any, on any other outstanding obligations of the issuer or guarantor of such Securities;
(v) that the price of any Security has declined to such an extent or other such credit factors exist so that in the opinion of the Supervisor, as evidenced in writing to the Trustee, the retention of such Securities would be detrimental to the Trust and to the interest of the Unitholders;
(vi) that all of the Securities in the Trust will be sold pursuant to termination of the Trust pursuant to Section 9.02 hereof;
(vii) that such sale is required due to Units tendered for redemption;
(viii) that there has been a public tender offer made for a Security or a merger or acquisition is announced affecting a Security, and that in the opinion of the Supervisor the sale or tender of the Security is in the best interest of the Unitholders;
(ix) with respect to an Index Trust, that the Security has been removed from the Trust's Target Index;
(x) with respect to an Index Trust, that the Security is over- represented in the Trust's portfolio in comparison to such Security's weighting in the Trust's Target Index;
(xi) if the Trust has not elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that the sale of such Securities is required in order to prevent the Trust from being deemed an association taxable as a corporation for federal income tax purposes;
(xii) if the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, that such sale is necessary or advisable (i) to maintain the qualification of the Trust as a regulated investment company or (ii) to provide funds to make any distribution for a taxable year in order to avoid imposition of any income or excise taxes on the Trust or on undistributed income in the Trust;
(xiii) that as result of the ownership of the Security, the Trust or its Unitholders would be a direct or indirect shareholder of a passive foreign investment company as defined in section 1297 (a) of the United States Internal Revenue Code of 1986, as amended.
(xivb) that any action or proceeding has been instituted in law or equity seeking to restrain or enjoin the payment of principal or interest dividends on any Bondssuch Securities, attacking the constitutionality of any enabling legislation or alleging and seeking to have judicially determined the illegality of the issuing body or the constitution of its governing body or officers, the illegality, irregularity or omission of any necessary acts or proceedings preliminary to the issuance of such Bonds, or seeking to restrain or enjoin the performance by the officers or employees of any such issuing body of any improper or illegal act in connection with the administration of funds necessary for debt service on such Bonds or otherwise; or that there exists any other legal question or impediment affecting such Securities or the payment of debt service dividends on the same;
(xvc) that there has occurred any Bonds are the subject breach of an advanced refunding. For the purposes of this Section 3.07(a)(xv), "an advanced refunding" shall mean when refunding bonds are issued and the proceeds thereof are deposited in an irrevocable trust to retire the Bonds on covenant or before their redemption date; or
(xvi) that as of any Record Date any of the Bonds are scheduled to be redeemed and paid prior to the next succeeding Distribution Date; provided, however, that as the result of such redemption the Trustee will receive funds in an amount sufficient to enable the Trustee to include in the next distribution from the Capital Account at least $1.00 per 100 Units;
(b) In the event a Security is sold pursuant to Section 3.07(a)(v) as a direct result of serious adverse credit factors affecting the issuer of such Security and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, then the Depositor may, but is not obligated, to direct the reinvestment of the proceeds of the sale of such Security warranty in any resolution, ordinance, trust, indenture or other securities agreement or document, which meet would adversely affect either immediately or contingently the criteria necessary for inclusion in payment of dividends on such Trust on the Initial Date of Deposit.
(c) In the event a Security is sold pursuant to Section 3.07(a)(ix) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any security which replaces such Security as a component of the Trust's Target Index or, if no security so replaces such Security, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. In the event a Security is sold pursuant to Section 3.07(a)(x) and the Trust has elected to be taxed as a "regulated investment company" as defined in the United States Internal Revenue Code of 1986, as amended, the Depositor may direct the reinvestment of the proceeds of the sale of such Security, to the extent practicable, into any other Securities which are under-represented in the Trust's portfolio in comparison to their weighting in the Trust's Target Index. Without limiting the generality of the foregoing, in determining whether such reinvestment is practicable, the Depositor may, but is not obligated to, specifically consider the ability of the Trust to reinvest such proceeds into round lots of a Security.Securities;
(d) Upon receipt of such direction from that the Depositor, upon which the Trustee shall rely, the Trustee shall proceed to sell or liquidate the specified Securities in accordance with such direction, and upon the receipt of the proceeds price of any such sale Securities has declined to such an extent, or liquidationsuch other market or credit factor exists, after deducting therefrom any fees and expenses that in the opinion of the Trustee connected with Depositor the retention of such sale or liquidation Securities would be detrimental to the Trust and any brokerage charges, taxes or other governmental charges shall deposit such net proceeds to the interest of the Unit Holders;
(e) that there has been a default in the applicable Capital Account; providedpayment of principal or par or stated value of, however, that the Trustee shall not liquidate or sell any Bonds upon receipt of a direction from the Depositor pursuant to Section 3.07(a)(xvi), unless the Trustee shall receive on account of such sale or liquidation the full principal amount of such Bonds, plus the premium, if any, and the interest accrued and to accrue thereon to the date or income on any other outstanding securities of the redemption issuer or the guarantor of such Bonds.
(e) The Trustee shall not be liable securities which might materially and adversely, either immediately or responsible in any way for depreciation contingently, affect the declaration or loss incurred by reason payment of any sale made pursuant to any such direction or by reason of dividends on the failure of the Depositor to give any such direction, and in the absence of such direction the Trustee shall have no duty to sell or liquidate any Securities under this Section 3.07.Securities; and
(f) If Options have been written with respect to Equity Securities, such Equity Securities cannot be sold or liquidated without also closing out that the related Options positions."
25. Section 3.09 tax treatment of the Standard Terms and Conditions of Trust shall as a grantor trust would otherwise be replaced in its entirety with the following:jeopardized.
Appears in 1 contract
Samples: Trust Indenture and Agreement (Morgan Stanley Dean Wit Sel Equity Tr 10 Industrial 2000-2)