Specific Powers. Without in any way affecting the generality of the above or the other provisions of this Deed, but subject to the Trustee's obligations under this Deed and the other Transaction Documents, the Trustee shall have the following powers (which shall be construed as separate and independent powers of the Trustee): (a) (enter into Receivable Securities) to enter into, provide, purchase, acquire, dispose of and sell: (i) Loans on the security of Mortgages and Related Securities; and (ii) other Receivables (where relevant, on the security of Receivable Securities and Related Securities); (b) (deal in other Authorised Investments) to make, purchase, acquire or dispose of any other Authorised Investment for cash or on terms; (c) (fees and Expenses) to pay all fees payable under this Deed and the Transaction Documents and all Expenses which were properly incurred in respect of a Trust; (d) (advisers) to engage, and to incur reasonable expenses in relation to, any valuers, solicitors, barristers, accountants, surveyors, property advisers, real estate agents, contractors, qualified advisers, and such other persons as may be necessary, usual or desirable for the purpose of enabling the Trustee to be fully and properly advised and informed in order that it may properly exercise its powers and perform its obligations under this Deed; (e) (execute proxies, etc) to execute all such proxies and other instruments as may be necessary or desirable to enable the Trustee, or any officer, delegate or agent of the Trustee (appointed in accordance with this Deed) to exercise any power, discretion or right of the Trustee as the Trustee shall in its absolute discretion see fit; (f) (dealings over mortgaged Land) to consent to any mortgage, lease and/or sub-lease of or dealing with the property (including Land) over which a Receivable Security is held provided that, in the case of any such mortgage, the Receivable Security held by the relevant Trust will rank in priority to any dealing for which consent is sought; (g) (discharge Receivables) subject to this Deed and the other relevant Transaction Documents, to grant any form of discharge or release or partial discharge or release of any Receivable, Receivable Security or Related Security where to do so is in the opinion of the Trustee not prejudicial to the relevant Trust (and, without limitation, will not have the effect of removing a Receivable from the coverage of any Support Facility prior to the receipt of all moneys owing or which may become owing under the Receivable) and to execute all deeds or other documents as shall be necessary or incidental to such a discharge or release and to deal with certificates of title or other indicia of title as the Trustee sees fit; (h) (powers of holder of Receivable Security) subject to this Deed and the other relevant Transaction Documents, to exercise any power of sale arising on default under any Receivable, Receivable Security or Related Securities or any other right or remedy accruing in respect of any Trust in relation to any Asset, Support Facility or other Transaction Document and to exercise all customary powers, authorities and discretions following on the exercise of that power, right or remedy where the Trustee considers it is in the interests of the relevant Trust; (i) (proceedings) to institute, prosecute, defend, settle and compromise legal or administrative proceedings of any nature and generally to enforce and pursue its rights under and in respect of Assets, a Trust or a Transaction Document; Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- (j) (waivers) wherever it thinks it expedient or desirable in the interests of any Trust, to give any waiver, time or indulgence to any person on such terms as it may in its discretion determine; (k) (Euroclear and Cedel) to lodge Notes, or arrange for Notes to be lodged, with Euroclear or Cedel, or a depositary for Euroclear and/or Cedel; (l) (Notes) subject to this Deed and the other relevant Transaction Documents, to borrow and raise moneys by the issue of Notes as provided in this Deed; (m) (other borrowings) to borrow, raise moneys or procure financial accommodation where the Trustee considers the same to be in the interests of the relevant Trust on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee (acting reasonably); (n) (Transaction Documents) to enter into and perform its obligations under any Transaction Document containing such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee (acting reasonably); (o) (insurance) insure any Asset for amounts, on conditions and for types of insurance determined to be necessary by the Manager; (p) (attend meetings) attend and vote at meetings in accordance with the written directions of the Manager; (q) (indemnity) give an indemnity out of a Trust in any terms whatsoever to such persons and against such expenses and damages as the Manager reasonably considers necessary or desirable and that are acceptable to the Trustee; (r) (undertakings in Transaction Documents) without limiting the above provisions of this clause 17.2, give any representation, warranty, indemnity or other undertaking required in respect of a Support Facility, or other Transaction Documents, the sale or issue of Notes or other transaction in any way relating to a Trust as the Manager thinks fit and that are acceptable to the Trustee (acting reasonably, subject to the following) even if the subject matter of such representation, warranty, indemnity or other undertaking may refer to the Trustee in its personal capacity or otherwise to the Trustee's personal affairs provided that any such representation, warranty, indemnity or undertaking referring to the Trustee in its personal capacity or to its personal affairs must be acceptable to the Trustee in its absolute discretion; (s) (custody) appoint the Custodian in respect of a Trust to undertake custodial duties in accordance with the relevant Custodian Agreement; (t) (transfer Assets) transfer any of the Assets of a Trust to another Trust in accordance with the relevant Transaction Documents; (u) (payment direction) where a person owes an amount to the Trustee in its capacity as trustee of any Trust, direct that debtor to make that payment to another person on behalf of the Trustee, including directing payments due in respect of Receivables to be made to the Servicer; (v) (currency conversion) convert currencies on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee acting reasonably; (w) (stock exchange) list and maintain the listing of the Notes on any stock exchange; (x) (Note Trustee) appoint a Note Trustee in respect of a relevant Trust; (y) (Paying Agents) appoint Paying Agents in respect of a relevant Trust; and Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- (z) (incidental powers) with the written agreement of the Manager (that agreement not to be unreasonablywithheld), to do all such things incidental to any of the above powers or necessary or convenient to be done for or in connection with any Trust or the Trustee's functions under this Deed.
Appears in 6 contracts
Samples: Master Trust Deed (Crusade Management LTD), Master Trust Deed (Crusade Management LTD), Master Trust Deed (Crusade Management LTD)
Specific Powers. Without in any way affecting the generality The enumeration of specific powers and authorities of the above or Trustee hereunder, which include the other provisions of this Deedspecific powers and authorities set forth in Article 8, but subject are in addition to the general powers granted in Section 7.1 or by statute and shall not be construed as limiting the general powers or authority or any other specific power or authority conferred herein on the Trustee's obligations under . Subject to the specific limitations contained in this Deed Trust Agreement and without any action or consent by the other Transaction DocumentsUnitholders, the Trustee shall have and may exercise, at any time and from time to time, the following powers (and authorities which shall may or may not be construed exercised by it in its sole judgment and discretion, and in such manner and upon such terms and conditions as separate and independent powers of the Trustee):it may from time to time deem proper:
(a) (enter into Receivable Securities) to enter into, provide, purchase, acquire, dispose hold the Trust Property other than the Gold Coins that it may acquire hereunder exercising the same degree of and sell:
(i) Loans on the security care which it gives to its own property of Mortgages and Related Securities; and
(ii) other Receivables (where relevant, on the security of Receivable Securities and Related Securities)a similar kind under its own custody;
(b) (deal in other Authorised Investments) to make, purchase, acquire or dispose make and vary the investments of any other Authorised the Trust within the Investment for cash or on termsGuidelines;
(c) (fees to deliver any cash at any time held by it to purchase, or otherwise acquire, on behalf of the Trust, Gold Coins and Expenses) to pay all fees payable under this Deed and retain the Transaction Documents and all Expenses which were properly incurred same in respect trust hereunder in its capacity as Trustee; provided, however, that the Trustee shall have no responsibility for the custody, authenticity or validity of a Trusttitle of any Trust Property consisting of such Gold Coins held by the Gold Custodian including, without limitation, the weight, amount, purity, contents or any assaying thereof;
(d) (adviserssubject to Subsection 8.1(b) and Subclause 11.2(b)(iii)(G) hereof, with any cash at any time held by it to engagepurchase, or otherwise acquire, and to incur reasonable expenses in relation tosell, on behalf of the Trust, any valuerssecurities, solicitorscurrencies, barristers, accountants, surveyors, property advisers, real estate agents, contractors, qualified advisers, assets or other such Trust Property (other than the Gold Coins) of a kind permitted pursuant to the Investment Guidelines and such other persons to hold and retain the same in trust hereunder in its capacity as may be necessary, usual or desirable for the purpose of enabling the Trustee to be fully and properly advised and informed in order that it may properly exercise its powers and perform its obligations under this DeedTrustee;
(e) (execute proxies, etc) to execute all enter into and settle foreign exchange transactions on behalf of the Trust for purposes of facilitating settlement of trades of such proxies Trust Property held by it at any time and other instruments as any such transactions may be necessary or desirable to enable the Trustee, or any officer, delegate or agent of the Trustee (appointed in accordance entered into with this Deed) to exercise any power, discretion or right of the Trustee such counterparties as the Trustee shall in its absolute discretion see fitmay choose;
(f) (dealings over mortgaged Land) to consent to any mortgagesell, lease and/or sub-lease of convey, exchange for other securities or dealing with the property (including Land) over which a Receivable Security is held provided thatother property, in the case convert, transfer, assign, pledge, encumber or otherwise dispose of any such mortgage, the Receivable Security Trust Property held by it at any time, by any means considered reasonable by the relevant Trust will rank in priority Trustee and to any dealing for which consent is soughtreceive the consideration and grant discharges therefor;
(g) (discharge Receivables) subject to this Deed commence, defend, adjust or settle suits or legal proceedings in connection with the Trust and to represent the other relevant Transaction DocumentsTrust in any such suits or legal proceedings; provided, to grant any form of discharge however, that the Trustee shall not be obliged or release or partial discharge or release of any Receivable, Receivable Security or Related Security where required to do so is in the opinion of unless it has been indemnified to its satisfaction against all expenses and liabilities sustained or anticipated by the Trustee not prejudicial to the relevant Trust (and, without limitation, will not have the effect of removing a Receivable from the coverage of any Support Facility prior to the receipt of all moneys owing or which may become owing under the Receivable) and to execute all deeds or other documents as shall be necessary or incidental to such a discharge or release and to deal with certificates of title or other indicia of title as the Trustee sees fitby reason thereof;
(h) (powers of holder of Receivable Security) subject to this Deed and the other relevant Transaction Documentsapplicable Securities Legislation, to exercise any power of sale arising on default under any Receivable, Receivable Security lend money whether secured or Related Securities or any other right or remedy accruing in respect of any Trust in relation to any Asset, Support Facility or other Transaction Document and to exercise all customary powers, authorities and discretions following on the exercise of that power, right or remedy where the Trustee considers it is in the interests of the relevant Trustunsecured;
(i) (proceedings) to institutetake any corporate action in connection with any such Trust Property at any time held by the Trustee, prosecuteand to make any payments incidental thereto; to consent to, defendor otherwise participate in or dissent from, settle and compromise legal the reorganization, consolidation, amalgamation or administrative proceedings merger of any nature corporation, company or association, or to the sale, mortgage, pledge or lease of the property of any corporation, company or association, or of any of the securities of which may at any time be held by it, and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, the making of agreements or subscriptions and the payment of expenses, assessments or subscriptions which it may deem necessary or advisable in connection therewith; to hold any such Trust Property which it may so acquire and generally to enforce and pursue its rights under and in exercise any of the powers of any owner with respect of Assets, a to such Trust or a Transaction Document; Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------Property;
(j) to vote personally, or by general or by limited proxy, any such Trust Property which may be held by it at any time, and similarly to exercise personally or by general or by limited power of attorney any right appurtenant to any Trust Property held by it at any time;
(waiversk) wherever to incur and pay out of such Trust Property held by it thinks it expedient at any time any charges or expenses and disburse any assets of the Trust, which charges, expenses or disbursements are necessary or incidental to or desirable for the carrying out of any of the purposes of the Trust or conducting the business of the Trust including, without limitation, the Management Fee, the Gold Coin Redemption Expenses, fees payable to the Gold Custodian, the Custodian, the Valuation Agent and the Registrar and Transfer Agent, custodian settlement fees, any expenses related to the implementation and on-going operation of the Independent Review Committee, brokerage fees and commissions, federal and provincial income taxes, harmonized sales tax, goods and services taxes and withholding taxes, or other governmental levies, charges and assessments of whatever kind or nature, imposed upon or against the Trustee in connection with the Trust or such Trust Property or upon or against such Trust Property or any part thereof and for any of the purposes herein;
(l) to renew or extend or participate in the interests renewal or extension of any Trustsuch Trust Property held by it at any time, to give any waiver, time or indulgence to any person on upon such terms as it may deem advisable, and to agree to a reduction in its discretion determine;
(k) (Euroclear the rate of interest on any such Trust Property or of any guarantee pertaining thereto, in any manner and Cedel) to lodge Notesany extent that it may deem advisable; to waive any default whether in the performance of any covenant or condition of any such Trust Property, or arrange for Notes to be lodged, with Euroclear or Cedelin the performance of any guarantee, or a depositary for Euroclear and/or Cedel;
(l) (Notes) subject to this Deed enforce rights in respect of any such default in such manner and the other relevant Transaction Documentsto such extent as it may deem advisable; to exercise and enforce any and all rights of foreclosure, to borrow bid on property on sale or foreclosure with or without paying a consideration therefor and raise moneys in connection therewith to release the obligation on the covenant secured by the issue such security and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of Notes as provided in this Deedany such security or guarantee pertaining thereto;
(m) (to make, execute, acknowledge and deliver any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases of other borrowings) to borrowdocuments of transfer and any and all other instruments in writing that may be necessary or proper for the accomplishment of any of the powers herein granted, raise moneys or procure financial accommodation where whether for a term extending beyond the office of the Trustee considers or beyond the same to be in the interests possible termination of the relevant Trust or for a lesser term;
(n) in its sole discretion, to advance monies to the Trust for the purposes of settlement of transactions and overdrafts against such Trust Property held by it at any time, on such terms and conditions as the Manager thinks fit Trustee may, in its sole discretion, determine, provided that, in order to secure the obligations of the Trust to repay such borrowings, the principal of and that are acceptable to interest charged on such borrowing shall be paid out of the Trustee (acting reasonably);
(n) (Transaction Documents) to enter into Trust Property and perform its obligations under any Transaction Document containing such terms and conditions as shall constitute a charge against the Manager thinks fit and that are acceptable to the Trustee (acting reasonably)Trust Property until paid;
(o) (insurance) insure to purchase, hold, sell or exercise call or put options on securities, indices of shares or other securities, financial and stock index futures contracts, securities or currency futures or forward contracts or other financial or derivative instruments, all whether or not any Asset for amountssuch options, indices, contracts or instruments are traded on conditions a regular exchange and for types of insurance determined in connection therewith to be necessary deposit such Trust Property held by it at any time with the Managercounterparty as margin and to grant security interest therein;
(p) (attend meetings) attend to deposit any such Trust Property, including securities and vote at meetings in accordance documents of title held by it hereunder, with the written directions of Custodian and/or the ManagerGold Custodian, including a sub-custodian or a Depository;
(q) (indemnity) give an indemnity to employ in respect of the Trust such Counsel, auditors, advisors, agents or other Person as the Trustee may deem necessary from time to time for the purpose of discharging its duties hereunder and to pay out of a the Trust in any terms whatsoever to such persons and against such their reasonable expenses and damages as the Manager reasonably considers necessary or desirable and that are acceptable to the Trusteecompensation;
(r) (undertakings in Transaction Documents) without limiting the above provisions of this clause 17.2, give any representation, warranty, indemnity or other undertaking required in respect of a Support Facility, or other Transaction Documents, the sale or to issue of Notes or other transaction in any way relating to a Trust Units for consideration and redeem Units as the Manager thinks fit and that are acceptable to the Trustee (acting reasonably, subject to the following) even if the subject matter of such representation, warranty, indemnity or other undertaking may refer to the Trustee in its personal capacity or otherwise to the Trustee's personal affairs provided that any such representation, warranty, indemnity or undertaking referring to the Trustee in its personal capacity or to its personal affairs must be acceptable to the Trustee in its absolute discretionset forth herein;
(s) to dispose of any Trust Property for the purpose of paying obligations of the Trust (custodyincluding to pay any withholding taxes applicable to distributions or redemptions) appoint the Custodian in respect of a Trust to undertake custodial duties in accordance with the relevant Custodian Agreementor for repaying any loan authorized hereby;
(t) (transfer Assets) transfer any to hold such portion of the Assets of such Trust Property held by it at any time that is uninvested in cash and from time to time to retain such cash balances on deposit with a Trust to another Trust chartered bank or other financial institution, in accordance with such account as the relevant Transaction DocumentsTrustee, in its sole discretion determines, whether or not such deposits will earn interest;
(u) (payment direction) where a person owes an amount to delegate any of the powers and duties of the Trustee to any one or more officers, employees, independent contractors as specifically provided in its capacity as trustee of any Trust, direct that debtor to make that payment to another person on behalf of the Trustee, including directing payments due in respect of Receivables to be made to the Servicer;this Trust Agreement; and
(v) (currency conversion) convert currencies on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee acting reasonably;
(w) (stock exchange) list and maintain the listing of the Notes on any stock exchange;
(x) (Note Trustee) appoint a Note Trustee in respect of a relevant Trust;
(y) (Paying Agents) appoint Paying Agents in respect of a relevant Trust; and Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(z) (incidental powers) with the written agreement of the Manager (that agreement not to be unreasonablywithheld), to do all such things incidental acts, to any take all such proceedings and to exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust, and to carry out the purposes of the above Trust established hereunder. The exercise of any one or more of the foregoing powers or necessary any combination thereof from time to time shall not be deemed to exhaust the rights of the Trustee to exercise such power or convenient powers or combination of them thereafter from time to be done for or in connection with any Trust or the Trustee's functions under this Deedtime.
Appears in 5 contracts
Samples: Trust Agreement (APMEX Physical - 1 Oz. Gold Redeemable Trust), Trust Agreement (APMEX Physical - 1 Oz. Gold Redeemable Trust), Trust Agreement (APMEX Physical - 1 Oz. Gold Redeemable Trust)
Specific Powers. Without in any way affecting the generality of the above or the other provisions of this Deed, but subject to the Trustee's obligations under this Deed and the other Transaction Documents, the
(a) The Trustee shall have the following powers (which shall and authority in the administration of the Funds, exercised in its sole discretion, to be construed as separate in addition to or consistent with any general rights and independent powers of a trustee under Applicable Laws of the Trustee):
(a) (enter into Receivable Securities) to enter into, provide, purchase, acquire, dispose of and sellrelevant jurisdiction in which it acts:
(i) Loans on to commence, defend, adjust or settle suits or legal proceedings in connection with a Fund and to represent a Fund in any such suits or legal proceedings and to keep the security Manager reasonably informed; provided, however, that the Trustee shall not be obliged or required to do so unless it has been indemnified by a Fund out of Mortgages Fund Property to its satisfaction against all expenses and Related Securities; andliabilities sustained or anticipated by the Trustee by reason thereof;
(ii) other Receivables (where relevantto incur and pay out of Fund Property, on the security of Receivable Securities and Related Securities);
(b) (deal in other Authorised Investments) to make, purchase, acquire any charges or dispose of any other Authorised Investment for cash or on terms;
(c) (fees and Expenses) to pay all fees payable under this Deed and the Transaction Documents and all Expenses which were properly expenses incurred in respect of a Trust;
(d) (advisers) to engage, Fund in accordance with the provisions of this Trust Agreement and to incur reasonable expenses dispose of any Fund Property on such terms as the Trustee may in relation to, any valuers, solicitors, barristers, accountants, surveyors, property advisers, real estate agents, contractors, qualified advisers, and such other persons as may be necessary, usual or desirable its sole discretion determine for the purpose of enabling the Trustee to be fully and properly advised and informed in order that it may properly exercise its powers and perform its paying any obligations under this Deedimposed on a Fund;
(e) (execute proxies, etciii) to execute hold eligible securities through the facilities of depositories or clearing agencies such as The Canadian Depository for Securities Limited or the Depository Trust Company, or any other domestic or foreign depository or clearing agency which is duly authorized to operate a book-based system (including a transnational book based system) in the country, province, state or other political subdivision of any country in which such depository or clearing agency is located, as the Trustee may determine, so long as the Trustee's records clearly indicate that the assets held are part of Fund Property and provided the Trustee shall not be responsible for any losses resulting from the deposit or maintenance of securities or other property (in accordance with market practice, custom or regulation) with any recognized foreign or domestic clearing facility, book entry system, centralized custodial depository or similar organization;
(iv) to register the securities or other property of a Fund in its own name or in the names of nominees, or in bearer form if the investment is not registrable or it would not be in the best interest of a Fund to do otherwise; and the Trustee is hereby expressly empowered to keep the same, wholly or partly, in the principal office of the Custodian or in any one of its branches in any province of Canada or in any other jurisdiction, or at the office of any other financial institution including an Affiliate of the Trustee (any such financial institution hereinafter referred to as a “subcustodian”) that is authorized to act as a custodian of securities by the laws of any country, province, state or any other political subdivision of any country in which such financial institution is located, all such proxies as the Trustee may determine so long as the Trustee's records clearly indicate that the assets held are a part of Fund Property;
(v) to make, execute, acknowledge and deliver any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases or other documents of transfer and any and all other instruments as in writing that may be necessary or desirable to enable proper for the Trusteeaccomplishment of any of the powers herein granted, or any officer, delegate or agent whether for a term extending beyond the office of the Trustee or beyond the possible termination of a Fund or for a lesser term;
(appointed in accordance with this Deedvi) to exercise any powerhold such portion of Fund Property in cash, discretion or right the amount of which will be determined by the Manager and communicated to the Trustee as the Trustee shall may request, in its absolute discretion see fitorder to meet a Fund’s expenses and other obligations and to retain the cash balances of a Fund on deposit with any Canadian chartered bank or trust company, including any Affiliates of the Trustee, in an interest-bearing account; or to invest such cash balances in short term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a Province thereof or a Canadian chartered bank or trust company (which may include an Affiliate of the Trustee) as directed in writing by the Manager, provided that each such obligation is rated at least R1 (middle) by DBRS Inc. or an equivalent rating by Canadian Bond Rating Service;
(f) (dealings over mortgaged Landvii) to consent employ such legal counsel, notaries, officers, advisors, agents or other persons as the Trustee may deem necessary from time to time for the purpose of discharging its duties hereunder and to allocate and pay out of Fund Property their reasonable expenses and compensation;
(viii) to delegate any or all of the powers, authority and duties of the Trustee to any mortgageone or more agents, lease and/or sub-lease representatives, officers, employees, independent contractors or other persons which may include Affiliates of the Trustee including the Manager;
(ix) to do all such acts, take all such proceedings and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer a Fund, and to carry out the purposes of this Trust Agreement; and
(x) to appoint any person, which the Trustee in its discretion considers appropriate, as a Custodian for any or all of Fund Property or instruments forming part of a Fund’s records, and may at any time revoke any such appointment by a signed instrument delivered to such person, with or without the appointment of a successor. While any Custodian is so acting, copies of any instrument deposited with and certified by the Custodian to be a true copy may be relied on as if it were the original thereof by any person dealing with the property Trustee or a Fund. For greater certainty, the Trustee shall not be obliged to hold, take possession, manage or deal with any Fund Property that is not in its usual line of business, but shall name a person to hold and deal with said Fund Property if needed.
(including Landb) over which a Receivable Security is held provided thatNotwithstanding the foregoing and any other provision of this Trust Agreement, in the case Trustee may dispose of any assets of a Fund on such mortgage, terms as the Receivable Security held Manager may direct the Trustee or the Trustee may determine in order to pay any obligations imposed on a Fund or repay any loan authorized by the relevant this Trust will rank in priority to any dealing for which consent is sought;Agreement.
(gc) (discharge Receivables) subject to this Deed and The Trustee, except as herein otherwise provided, shall, as regards all the other relevant Transaction Documentstrusts, to grant any form of discharge or release or partial discharge or release of any Receivable, Receivable Security or Related Security where to do so is in the opinion of the Trustee not prejudicial to the relevant Trust (and, without limitation, will not have the effect of removing a Receivable from the coverage of any Support Facility prior to the receipt of all moneys owing or which may become owing under the Receivable) and to execute all deeds or other documents as shall be necessary or incidental to such a discharge or release and to deal with certificates of title or other indicia of title as the Trustee sees fit;
(h) (powers of holder of Receivable Security) subject to this Deed and the other relevant Transaction Documents, to exercise any power of sale arising on default under any Receivable, Receivable Security or Related Securities or any other right or remedy accruing in respect of any Trust in relation to any Asset, Support Facility or other Transaction Document and to exercise all customary powers, authorities and discretions following on vested in it, have absolute and uncontrolled discretion as to the exercise thereof, whether in relation to the manner or as to the mode of that power, right or remedy where and time for the Trustee considers it is in the interests of the relevant Trust;exercise thereof.
(id) (proceedings) The Trustee without any action or consent by the Unitholders shall have and may exercise, at any time and from time to institutetime, prosecute, defend, settle the powers and compromise legal or administrative proceedings of any nature authorities set out in Section 8 which may be exercised by it in its sole judgment and generally to enforce and pursue its rights under discretion and in respect of Assets, a Trust or a Transaction Document; Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(j) (waivers) wherever it thinks it expedient or desirable in the interests of any Trust, to give any waiver, time or indulgence to any person on such terms as it may in its discretion determine;
(k) (Euroclear manner and Cedel) to lodge Notes, or arrange for Notes to be lodged, with Euroclear or Cedel, or a depositary for Euroclear and/or Cedel;
(l) (Notes) subject to this Deed and the other relevant Transaction Documents, to borrow and raise moneys by the issue of Notes as provided in this Deed;
(m) (other borrowings) to borrow, raise moneys or procure financial accommodation where the Trustee considers the same to be in the interests of the relevant Trust on upon such terms and conditions as it may from time to time deem proper.
(e) For greater certainty, the Manager thinks fit enumeration of specific powers and that authorities herein are acceptable in addition to the Trustee (acting reasonably);
(n) (Transaction Documents) to enter into general powers granted in Section 8.1 or by statute and perform its obligations under shall not be construed as limiting the general powers or authority or any Transaction Document containing such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee (acting reasonably);
(o) (insurance) insure any Asset for amounts, other specific power or authority conferred herein on conditions and for types of insurance determined to be necessary by the Manager;
(p) (attend meetings) attend and vote at meetings in accordance with the written directions of the Manager;
(q) (indemnity) give an indemnity out of a Trust in any terms whatsoever to such persons and against such expenses and damages as the Manager reasonably considers necessary or desirable and that are acceptable to the Trustee;
(r) (undertakings in Transaction Documents) without limiting the above provisions of this clause 17.2, give any representation, warranty, indemnity or other undertaking required in respect of a Support Facility, or other Transaction Documents, the sale or issue of Notes or other transaction in any way relating to a Trust as the Manager thinks fit and that are acceptable to the Trustee (acting reasonably, subject to the following) even if the subject matter of such representation, warranty, indemnity or other undertaking may refer to the Trustee in its personal capacity or otherwise to the Trustee's personal affairs provided that any such representation, warranty, indemnity or undertaking referring to the Trustee in its personal capacity or to its personal affairs must be acceptable to the Trustee in its absolute discretion;
(s) (custody) appoint the Custodian in respect of a Trust to undertake custodial duties in accordance with the relevant Custodian Agreement;
(t) (transfer Assets) transfer any of the Assets of a Trust to another Trust in accordance with the relevant Transaction Documents;
(u) (payment direction) where a person owes an amount to the Trustee in its capacity as trustee of any Trust, direct that debtor to make that payment to another person on behalf of the Trustee, including directing payments due in respect of Receivables to be made to the Servicer;
(v) (currency conversion) convert currencies on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee acting reasonably;
(w) (stock exchange) list and maintain the listing of the Notes on any stock exchange;
(x) (Note Trustee) appoint a Note Trustee in respect of a relevant Trust;
(y) (Paying Agents) appoint Paying Agents in respect of a relevant Trust; and Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(z) (incidental powers) with the written agreement of the Manager (that agreement not to be unreasonablywithheld), to do all such things incidental to any of the above powers or necessary or convenient to be done for or in connection with any Trust or the Trustee's functions under this Deed.
Appears in 2 contracts
Samples: Master Trust Agreement, Master Trust Agreement
Specific Powers. Without The enumeration of specific powers and authorities herein are in any way affecting the generality of the above or the other provisions of this Deed, but subject addition to the general powers granted in Section 7.1 or by statute and shall not be construed as limiting the general powers or authority or any other specific power or authority conferred herein on the Trustee's obligations under . Subject to the specific limitations contained in this Deed Trust Agreement and without any action or consent by the other Transaction DocumentsUnitholders, the Trustee shall have and may exercise, at any time and from time to time, the following powers (and authorities which shall may or may not be construed exercised by it in its sole judgment and discretion, and in such manner and upon such terms and conditions as separate and independent powers of the Trustee):it may from time to time deem proper:
(a) (enter into Receivable Securities) to enter into, provide, purchase, acquire, dispose hold the Trust Property other than the Gold Bullion that it may acquire hereunder exercising the same degree of and sell:
(i) Loans on the security care which it gives to its own property of Mortgages and Related Securities; and
(ii) other Receivables (where relevant, on the security of Receivable Securities and Related Securities)a similar kind under its own custody;
(b) (deal in other Authorised Investments) to make, deliver any cash at any time held by it as directed by the Manager to purchase, acquire or dispose otherwise acquire, on behalf of the Trust, Gold Bullion and to retain the same in trust hereunder in its capacity as Trustee; provided, however, that the Trustee shall have no responsibility for the custody, authenticity or validity of title of any other Authorised Investment for cash Trust Property consisting of such Gold Bullion held by the Gold Custodian including, without limitation, the weight, amount, purity, contents or on termsany assaying thereof;
(c) subject to Subsection 8.1(b) and Subclause 11.2(b)(iii)(G) hereof, with any cash at any time held by it to purchase, or otherwise acquire, and to sell, on behalf of the Trust, any securities, currencies, assets or other such Trust Property (fees and Expensesother than the Gold Bullion) to pay all fees payable under this Deed and the Transaction Documents and all Expenses which were properly incurred in respect of a Trustkind permitted pursuant to the Investment Policy and to hold and retain the same in trust hereunder in its capacity as Trustee;
(d) (advisers) to engage, enter into and to incur reasonable expenses in relation to, settle foreign exchange transactions on behalf of the Trust for purposes of facilitating settlement of trades of such Trust Property held by it at any valuers, solicitors, barristers, accountants, surveyors, property advisers, real estate agents, contractors, qualified advisers, time and any such other persons as transactions may be necessary, usual or desirable for the purpose of enabling entered into with such counterparties as the Trustee to be fully and properly advised and informed may choose, in order that it may properly exercise its powers and perform sole discretion, including its obligations under this DeedAffiliates;
(e) (execute proxiesto sell, etc) to execute all convey, exchange for other securities or other property, convert, transfer, assign, pledge, encumber or otherwise dispose of any such proxies and other instruments as may be necessary or desirable to enable the TrusteeTrust Property held by it at any time, or by any officer, delegate or agent of means considered reasonable by the Trustee (appointed in accordance with this Deed) and to exercise any power, discretion or right of receive the Trustee as the Trustee shall in its absolute discretion see fitconsideration and grant discharges therefor;
(f) (dealings over mortgaged Land) to consent to any mortgagecommence, lease and/or sub-lease of defend, adjust or dealing settle suits or legal proceedings in connection with the property (including Land) over which a Receivable Security is held provided that, Trust and to represent the Trust in the case of any such mortgagesuits or legal proceedings and to keep the Manager informed; provided, however, that the Receivable Security held Trustee shall not be obliged or required to do so unless it has been indemnified to its satisfaction against all expenses and liabilities sustained or anticipated by the relevant Trust will rank in priority to any dealing for which consent is soughtTrustee by reason thereof;
(g) (discharge Receivables) subject to this Deed applicable Securities Legislation, to lend money whether secured or unsecured;
(h) to exercise any Corporate Action in connection with any such Trust Property at any time held by the Trustee, and to make any payments incidental thereto; to consent to, or otherwise participate in or dissent from, the reorganization, consolidation, amalgamation or merger of any corporation, company or association, or to the sale, mortgage, pledge or lease of the property of any corporation, company or association, or of any of the securities of which may at any time be held by it, and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, the making of agreements or subscriptions and the other relevant Transaction Documentspayment of expenses, assessments or subscriptions which it may deem necessary or advisable in connection therewith; to grant hold any form such Trust Property which it may so acquire and generally to exercise any of discharge or release or partial discharge or release the powers of any Receivableowner with respect to such Trust Property, Receivable Security provided that where direction from the Manager is not provided within the time frame specified by the Trustee in any notice provided in accordance with Subsection 7.3(a), the Trustee shall take no action;
(i) to vote personally, or Related Security by general or by limited proxy, any such Trust Property which may be held by it at any time, and similarly to exercise personally or by general or by limited power of attorney any right appurtenant to any Trust Property held by it at any time, provided that where direction is not provided by the Manager within the time frame as set out in the Voting Materials forwarded to do so is it in accordance with Subsection 7.3(b), the Trustee shall take no action;
(j) to incur and pay out of such Trust Property held by it at any time any charges or expenses and disburse any assets of the Trust, which charges, expenses or disbursements are, in the opinion of the Trustee not prejudicial or the Manager, as the case may be, necessary or incidental to or desirable for the relevant carrying out of any of the purposes of the Trust (andor conducting the business of the Trust including, without limitation, will not have the effect of removing a Receivable from the coverage of any Support Facility prior Management Fee, fees payable to the receipt Gold Custodian, the Custodian, the Valuation Agent and the Registrar and Transfer Agent, custodian settlement fees, any expenses related to the implementation and on-going operation of all moneys owing or which may become owing under the Receivable) Independent Review Committee, brokerage fees and to execute all deeds commissions, federal and provincial income taxes, goods and services taxes and withholding taxes, or other documents as shall be necessary governmental levies, charges and assessments of whatever kind or incidental to such a discharge nature, imposed upon or release and to deal with certificates of title or other indicia of title as against the Trustee sees fitin connection with the Trust or such Trust Property or upon or against such Trust Property or any part thereof and for any of the purposes herein;
(hk) (powers of holder of Receivable Security) subject to this Deed and renew or extend or participate in the other relevant Transaction Documents, to exercise any power of sale arising on default under any Receivable, Receivable Security renewal or Related Securities or any other right or remedy accruing in respect extension of any such Trust in relation to Property held by it at any Assettime, Support Facility or other Transaction Document and to exercise all customary powers, authorities and discretions following on the exercise of that power, right or remedy where the Trustee considers it is in the interests of the relevant Trust;
(i) (proceedings) to institute, prosecute, defend, settle and compromise legal or administrative proceedings of any nature and generally to enforce and pursue its rights under and in respect of Assets, a Trust or a Transaction Document; Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(j) (waivers) wherever it thinks it expedient or desirable in the interests of any Trust, to give any waiver, time or indulgence to any person on upon such terms as it may deem advisable, and to agree to a reduction in its discretion determine;
(k) (Euroclear the rate of interest on any such Trust Property or of any guarantee pertaining thereto, in any manner and Cedel) to lodge Notesany extent that it may deem advisable; to waive any default whether in the performance of any covenant or condition of any such Trust Property, or arrange for Notes to be lodged, with Euroclear or Cedelin the performance of any guarantee, or to enforce rights in respect of any such default in such manner and to such extent as it may deem advisable; to exercise and enforce any and all rights of foreclosure, to bid on property on sale or foreclosure with or without paying a depositary for Euroclear and/or Cedelconsideration therefore and in connection therewith to release the obligation on the covenant secured by such security and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of any such security or guarantee pertaining thereto;
(l) (Notes) subject to this Deed make, execute, acknowledge and deliver any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases of other documents of transfer and any and all other instruments in writing that may be necessary or proper for the other relevant Transaction Documentsaccomplishment of any of the powers herein granted, to borrow and raise moneys by whether for a term extending beyond the issue office of Notes as provided in this Deedthe Trustee or beyond the possible termination of the Trust or for a lesser term;
(m) (other borrowings) in its sole discretion, to borrowadvance monies to the Trust for the purposes of settlement of transactions and overdrafts against such Trust Property held by it at any time, raise moneys or procure financial accommodation where the Trustee considers the same to be in the interests of the relevant Trust on such terms and conditions as the Manager thinks fit Trustee may, in its sole discretion, determine, provided that, in order to secure the obligations of the Trust to repay such borrowings, the principal of and that are acceptable to interest charged on such borrowing shall be paid out of the Trustee (acting reasonably)Trust Property and shall constitute a charge against the Trust Property until paid;
(n) (Transaction Documents) to enter into purchase, hold, sell or exercise call or put options on securities, indices of shares or other securities, financial and perform its obligations under stock index futures contracts, securities or currency futures or forward contracts or other financial or derivative instruments, all whether or not any Transaction Document containing such terms options, indices, contracts or instruments are traded on a regular exchange and conditions in connection therewith to deposit such Trust Property held by it at any time with the counterparty as the Manager thinks fit margin and that are acceptable to the Trustee (acting reasonably)grant security interest therein;
(o) (insurance) insure to deposit any Asset for amountssuch Trust Property, on conditions including securities and for types documents of insurance determined to be necessary title held by it hereunder, with the Custodian, including the Trustee, any of its Affiliates, a sub-custodian appointed by the ManagerTrustee or a Depository;
(p) (attend meetings) attend and vote at meetings to employ in accordance with the written directions respect of the ManagerTrust such Counsel, auditors, advisors, agents or other Person as the Trustee may deem necessary from time to time for the purpose of discharging its duties hereunder and to pay out of the Trust their reasonable expenses and compensation;
(q) (indemnity) give an indemnity out of a Trust in any terms whatsoever to such persons issue Units for consideration, and against such expenses and damages redeem Units, as the Manager reasonably considers necessary or desirable and that are acceptable to the Trusteeset forth herein;
(r) to dispose of any Trust Property for the purpose of paying obligations of the Trust or for repaying any loan authorized hereby and the Trustee shall give prompt notice to the Manager of any such disposition;
(undertakings s) to hold such portion of the such Trust Property held by it at any time that is uninvested in Transaction Documents) without limiting cash and, from time to time, to retain such cash balances on deposit with the above provisions Trustee or any of this clause 17.2, give any representation, warranty, indemnity its Affiliates or with a chartered bank or other undertaking required Depository, in respect such account as the Trustee, in its sole discretion determines, whether or not such deposits will earn interest;
(t) to delegate any of a Support Facilitythe powers and duties of the Trustee to any one or more agents, representatives, officers, employees, independent contractors or other Transaction Documents, the sale or issue of Notes or other transaction in any way relating to a Trust as the Manager thinks fit and that are acceptable Persons without liability to the Trustee except as specifically provided in this Trust Agreement; and
(acting reasonablyu) to do all such acts, subject to take all such proceedings and to exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust, and to carry out the purposes of the Trust established hereunder. The exercise of any one or more of the foregoing powers or any combination thereof from time to time shall not be deemed to exhaust the rights of the Trustee to exercise such power or powers or combination of them thereafter from time to time. The following enumerated powers shall only be exercised by the Trustee on the direction of the Manager or any Investment Manager: Subsections 7.2 (b), (c), (e), (f), (g), (h), (i), (j) as applicable, (k), (l), (n) and (q), and with respect to Subsection 7.2(n), to the following) even if the subject matter of such representation, warranty, indemnity or other undertaking may refer to extent that the Trustee in its personal capacity or otherwise is required to the Trustee's personal affairs provided that execute any documents relating to such representation, warranty, indemnity or undertaking referring to investments which the Trustee did not negotiate or in its personal capacity or respect to its personal affairs must be which the Trustee is not responsible hereunder, upon an indemnity being provided from the Manager acceptable to the Trustee in its absolute discretion;
(s) (custody) appoint the Custodian in respect of a Trust to undertake custodial duties in accordance with the relevant Custodian Agreement;
(t) (transfer Assets) transfer any of the Assets of a Trust to another Trust in accordance with the relevant Transaction Documents;
(u) (payment direction) where a person owes an amount to the Trustee in its capacity as trustee of any Trust, direct that debtor to make that payment to another person on behalf of the Trustee, including directing payments due in respect of Receivables to be made to the Servicer;
(v) (currency conversion) convert currencies on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee acting reasonably;
(w) (stock exchange) list and maintain the listing of the Notes on any stock exchange;
(x) (Note Trustee) appoint a Note Trustee in respect of a relevant Trust;
(y) (Paying Agents) appoint Paying Agents in respect of a relevant Trust; and Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(z) (incidental powers) with the written agreement of the Manager (that agreement not to be unreasonablywithheld), to do all such things incidental to any of the above powers or necessary or convenient to be done for or in connection with any Trust or the Trustee's functions under this Deedcircumstances.
Appears in 2 contracts
Samples: Trust Agreement (Sprott Physical Gold Trust), Trust Agreement (Sprott Physical Gold Trust)
Specific Powers. Without The enumeration of specific powers and authorities herein are in any way affecting the generality of the above or the other provisions of this Deed, but subject addition to the general powers granted in Section 7.1 or by statute and shall not be construed as limiting the general powers or authority or any other specific power or authority conferred herein on the Trustee's obligations under . Subject to the specific limitations contained in this Deed Trust Agreement and without any action or consent by the other Transaction DocumentsUnitholders, the Trustee shall have and may exercise, at any time and from time to time, the following powers (and authorities which shall may or may not be construed exercised by it in its sole judgment and discretion, and in such manner and upon such terms and conditions as separate and independent powers of the Trustee):it may from time to time deem proper:
(a) (enter into Receivable Securities) to enter into, provide, purchase, acquire, dispose hold the Trust Property other than the Silver Bullion that it may acquire hereunder exercising the same degree of and sell:
(i) Loans on the security care which it gives to its own property of Mortgages and Related Securities; and
(ii) other Receivables (where relevant, on the security of Receivable Securities and Related Securities)a similar kind under its own custody;
(b) (deal in other Authorised Investments) to make, deliver any cash at any time held by it as directed by the Manager to purchase, acquire or dispose otherwise acquire, on behalf of the Trust, Silver Bullion and to retain the same in trust hereunder in its capacity as Trustee; provided, however, that the Trustee shall have no responsibility for the custody, authenticity or validity of title of any other Authorised Investment for cash Trust Property consisting of such Silver Bullion held by the Silver Custodian including, without limitation, the weight, amount, purity, contents or on termsany assaying thereof;
(c) subject to Subsection 8.1(b) and Subclause 11.2(b)(iii)(G) hereof, with any cash at any time held by it to purchase, or otherwise acquire, and to sell, on behalf of the Trust, any securities, currencies, assets or other such Trust Property (fees and Expensesother than the Silver Bullion) to pay all fees payable under this Deed and the Transaction Documents and all Expenses which were properly incurred in respect of a Trustkind permitted pursuant to the Investment Policy and to hold and retain the same in trust hereunder in its capacity as Trustee;
(d) (advisers) to engage, enter into and to incur reasonable expenses in relation to, settle foreign exchange transactions on behalf of the Trust for purposes of facilitating settlement of trades of such Trust Property held by it at any valuers, solicitors, barristers, accountants, surveyors, property advisers, real estate agents, contractors, qualified advisers, time and any such other persons as transactions may be necessary, usual or desirable for the purpose of enabling entered into with such counterparties as the Trustee to be fully and properly advised and informed may choose, in order that it may properly exercise its powers and perform sole discretion, including its obligations under this DeedAffiliates;
(e) (execute proxiesto sell, etc) to execute all convey, exchange for other securities or other property, convert, transfer, assign, pledge, encumber or otherwise dispose of any such proxies and other instruments as may be necessary or desirable to enable the TrusteeTrust Property held by it at any time, or by any officer, delegate or agent of means considered reasonable by the Trustee (appointed in accordance with this Deed) and to exercise any power, discretion or right of receive the Trustee as the Trustee shall in its absolute discretion see fitconsideration and grant discharges therefor;
(f) (dealings over mortgaged Land) to consent to any mortgagecommence, lease and/or sub-lease of defend, adjust or dealing settle suits or legal proceedings in connection with the property (including Land) over which a Receivable Security is held provided that, Trust and to represent the Trust in the case of any such mortgagesuits or legal proceedings and to keep the Manager informed; provided, however, that the Receivable Security held Trustee shall not be obliged or required to do so unless it has been indemnified to its satisfaction against all expenses and liabilities sustained or anticipated by the relevant Trust will rank in priority to any dealing for which consent is soughtTrustee by reason thereof;
(g) (discharge Receivables) subject to this Deed applicable Securities Legislation, to lend money whether secured or unsecured;
(h) to exercise any Corporate Action in connection with any such Trust Property at any time held by the Trustee, and to make any payments incidental thereto; to consent to, or otherwise participate in or dissent from, the reorganization, consolidation, amalgamation or merger of any corporation, company or association, or to the sale, mortgage, pledge or lease of the property of any corporation, company or association, or of any of the securities of which may at any time be held by it, and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, the making of agreements or subscriptions and the other relevant Transaction Documentspayment of expenses, assessments or subscriptions which it may deem necessary or advisable in connection therewith; to grant hold any form such Trust Property which it may so acquire and generally to exercise any of discharge or release or partial discharge or release the powers of any Receivableowner with respect to such Trust Property, Receivable Security provided that where direction from the Manager is not provided within the time frame specified by the Trustee in any notice provided in accordance with Subsection 7.3(a), the Trustee shall take no action;
(i) to vote personally, or Related Security by general or by limited proxy, any such Trust Property which may be held by it at any time, and similarly to exercise personally or by general or by limited power of attorney any right appurtenant to any Trust Property held by it at any time, provided that where direction is not provided by the Manager within the time frame as set out in the Voting Materials forwarded to do so is it in accordance with Subsection 7.3(b), the Trustee shall take no action;
(j) to incur and pay out of such Trust Property held by it at any time any charges or expenses and disburse any assets of the Trust, which charges, expenses or disbursements are, in the opinion of the Trustee not prejudicial or the Manager, as the case may be, necessary or incidental to or desirable for the relevant carrying out of any of the purposes of the Trust (andor conducting the business of the Trust including, without limitation, will not have the effect of removing a Receivable from the coverage of any Support Facility prior Management Fee, fees payable to the receipt Silver Custodian, the Custodian, the Valuation Agent and the Registrar and Transfer Agent, custodian settlement fees, any expenses related to the implementation and on-going operation of all moneys owing or which may become owing under the Receivable) Independent Review Committee, brokerage fees and to execute all deeds commissions, federal and provincial income taxes, goods and services taxes and withholding taxes, or other documents as shall be necessary governmental levies, charges and assessments of whatever kind or incidental to such a discharge nature, imposed upon or release and to deal with certificates of title or other indicia of title as against the Trustee sees fitin connection with the Trust or such Trust Property or upon or against such Trust Property or any part thereof and for any of the purposes herein;
(hk) (powers of holder of Receivable Security) subject to this Deed and renew or extend or participate in the other relevant Transaction Documents, to exercise any power of sale arising on default under any Receivable, Receivable Security renewal or Related Securities or any other right or remedy accruing in respect extension of any such Trust in relation to Property held by it at any Assettime, Support Facility or other Transaction Document and to exercise all customary powers, authorities and discretions following on the exercise of that power, right or remedy where the Trustee considers it is in the interests of the relevant Trust;
(i) (proceedings) to institute, prosecute, defend, settle and compromise legal or administrative proceedings of any nature and generally to enforce and pursue its rights under and in respect of Assets, a Trust or a Transaction Document; Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(j) (waivers) wherever it thinks it expedient or desirable in the interests of any Trust, to give any waiver, time or indulgence to any person on upon such terms as it may deem advisable, and to agree to a reduction in its discretion determine;
(k) (Euroclear the rate of interest on any such Trust Property or of any guarantee pertaining thereto, in any manner and Cedel) to lodge Notesany extent that it may deem advisable; to waive any default whether in the performance of any covenant or condition of any such Trust Property, or arrange for Notes to be lodged, with Euroclear or Cedelin the performance of any guarantee, or to enforce rights in respect of any such default in such manner and to such extent as it may deem advisable; to exercise and enforce any and all rights of foreclosure, to bid on property on sale or foreclosure with or without paying a depositary for Euroclear and/or Cedelconsideration therefore and in connection therewith to release the obligation on the covenant secured by such security and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of any such security or guarantee pertaining thereto;
(l) (Notes) subject to this Deed make, execute, acknowledge and deliver any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases of other documents of transfer and any and all other instruments in writing that may be necessary or proper for the other relevant Transaction Documentsaccomplishment of any of the powers herein granted, to borrow and raise moneys by whether for a term extending beyond the issue office of Notes as provided in this Deedthe Trustee or beyond the possible termination of the Trust or for a lesser term;
(m) (other borrowings) in its sole discretion, to borrowadvance monies to the Trust for the purposes of settlement of transactions and overdrafts against such Trust Property held by it at any time, raise moneys or procure financial accommodation where the Trustee considers the same to be in the interests of the relevant Trust on such terms and conditions as the Manager thinks fit Trustee may, in its sole discretion, determine, provided that, in order to secure the obligations of the Trust to repay such borrowings, the principal of and that are acceptable to interest charged on such borrowing shall be paid out of the Trustee (acting reasonably)Trust Property and shall constitute a charge against the Trust Property until paid;
(n) (Transaction Documents) to enter into purchase, hold, sell or exercise call or put options on securities, indices of shares or other securities, financial and perform its obligations under stock index futures contracts, securities or currency futures or forward contracts or other financial or derivative instruments, all whether or not any Transaction Document containing such terms options, indices, contracts or instruments are traded on a regular exchange and conditions in connection therewith to deposit such Trust Property held by it at any time with the counterparty as the Manager thinks fit margin and that are acceptable to the Trustee (acting reasonably)grant security interest therein;
(o) (insurance) insure to deposit any Asset for amountssuch Trust Property, on conditions including securities and for types documents of insurance determined to be necessary title held by it hereunder, with the Custodian, including the Trustee, any of its Affiliates, a sub-custodian appointed by the ManagerTrustee or a Depository;
(p) (attend meetings) attend and vote at meetings to employ in accordance with the written directions respect of the ManagerTrust such Counsel, auditors, advisors, agents or other Person as the Trustee may deem necessary from time to time for the purpose of discharging its duties hereunder and to pay out of the Trust their reasonable expenses and compensation;
(q) (indemnity) give an indemnity out of a Trust in any terms whatsoever to such persons issue Units for consideration, and against such expenses and damages redeem Units, as the Manager reasonably considers necessary or desirable and that are acceptable to the Trusteeset forth herein;
(r) to dispose of any Trust Property for the purpose of paying obligations of the Trust or for repaying any loan authorized hereby and the Trustee shall give prompt notice to the Manager of any such disposition;
(undertakings s) to hold such portion of the such Trust Property held by it at any time that is uninvested in Transaction Documents) without limiting cash and, from time to time, to retain such cash balances on deposit with the above provisions Trustee or any of this clause 17.2, give any representation, warranty, indemnity its Affiliates or with a chartered bank or other undertaking required Depository, in respect such account as the Trustee, in its sole discretion determines, whether or not such deposits will earn interest;
(t) to delegate any of a Support Facilitythe powers and duties of the Trustee to any one or more agents, representatives, officers, employees, independent contractors or other Transaction Documents, the sale or issue of Notes or other transaction in any way relating to a Trust as the Manager thinks fit and that are acceptable Persons without liability to the Trustee except as specifically provided in this Trust Agreement; and
(acting reasonablyu) to do all such acts, subject to take all such proceedings and to exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust, and to carry out the purposes of the Trust established hereunder. The exercise of any one or more of the foregoing powers or any combination thereof from time to time shall not be deemed to exhaust the rights of the Trustee to exercise such power or powers or combination of them thereafter from time to time. The following enumerated powers shall only be exercised by the Trustee on the direction of the Manager or any Investment Manager: Subsections 7.2 (b), (c), (e), (f), (g), (h), (i), (j) as applicable, (k), (l), (n) and (q), and with respect to Subsection 7.2(n), to the following) even if the subject matter of such representation, warranty, indemnity or other undertaking may refer to extent that the Trustee in its personal capacity or otherwise is required to the Trustee's personal affairs provided that execute any documents relating to such representation, warranty, indemnity or undertaking referring to investments which the Trustee did not negotiate or in its personal capacity or respect to its personal affairs must be which the Trustee is not responsible hereunder, upon an indemnity being provided from the Manager acceptable to the Trustee in its absolute discretion;
(s) (custody) appoint the Custodian in respect of a Trust to undertake custodial duties in accordance with the relevant Custodian Agreement;
(t) (transfer Assets) transfer any of the Assets of a Trust to another Trust in accordance with the relevant Transaction Documents;
(u) (payment direction) where a person owes an amount to the Trustee in its capacity as trustee of any Trust, direct that debtor to make that payment to another person on behalf of the Trustee, including directing payments due in respect of Receivables to be made to the Servicer;
(v) (currency conversion) convert currencies on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee acting reasonably;
(w) (stock exchange) list and maintain the listing of the Notes on any stock exchange;
(x) (Note Trustee) appoint a Note Trustee in respect of a relevant Trust;
(y) (Paying Agents) appoint Paying Agents in respect of a relevant Trust; and Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(z) (incidental powers) with the written agreement of the Manager (that agreement not to be unreasonablywithheld), to do all such things incidental to any of the above powers or necessary or convenient to be done for or in connection with any Trust or the Trustee's functions under this Deedcircumstances.
Appears in 2 contracts
Samples: Trust Agreement (Sprott Physical Silver Trust), Trust Agreement (Sprott Physical Silver Trust)
Specific Powers. Without The enumeration of specific powers and authorities herein are in any way affecting the generality of the above or the other provisions of this Deed, but subject addition to the general powers granted in Section 7.1 or by statute and shall not be construed as limiting the general powers or authority or any other specific power or authority conferred herein on the Trustee's obligations under . Subject to the specific limitations contained in this Deed Trust Agreement and without any action or consent by the other Transaction DocumentsUnitholders, the Trustee shall have and may exercise, at any time and from time to time, the following powers (and authorities which shall may or may not be construed exercised by it in its sole judgment and discretion, and in such manner and upon such terms and conditions as separate and independent powers of the Trustee):it may from time to time deem proper:
(a) (enter into Receivable Securities) to enter into, provide, purchase, acquire, dispose hold the Trust Property other than the Bullion that it may acquire hereunder exercising the same degree of and sell:
(i) Loans on the security care which it gives to its own property of Mortgages and Related Securities; and
(ii) other Receivables (where relevant, on the security of Receivable Securities and Related Securities)a similar kind under its own custody;
(b) (deal in other Authorised Investments) to make, deliver any cash at any time held by it as directed by the Manager to purchase, acquire or dispose otherwise acquire, on behalf of the Trust, Bullion and to retain the same in trust hereunder in its capacity as Trustee; provided, however, that the Trustee shall have no responsibility for the custody, authenticity or validity of title of any other Authorised Investment for cash Trust Property consisting of such Bullion held by the Bullion Custodian including, without limitation, the weight, amount, purity, contents or on termsany assaying thereof;
(c) subject to Subsection 8.1(b) and Subclause 11.2(b)(iii)(G) hereof, with any cash at any time held by it to purchase, or otherwise acquire, and to sell, on behalf of the Trust, any securities, currencies, assets or other such Trust Property (fees and Expensesother than the Bullion) to pay all fees payable under this Deed and the Transaction Documents and all Expenses which were properly incurred in respect of a Trustkind permitted pursuant to the Investment Policy and to hold and retain the same in trust hereunder in its capacity as Trustee;
(d) (advisers) to engage, enter into and to incur reasonable expenses in relation to, settle foreign exchange transactions on behalf of the Trust for purposes of facilitating settlement of trades of such Trust Property held by it at any valuers, solicitors, barristers, accountants, surveyors, property advisers, real estate agents, contractors, qualified advisers, time and any such other persons as transactions may be necessary, usual or desirable for the purpose of enabling entered into with such counterparties as the Trustee to be fully and properly advised and informed may choose, in order that it may properly exercise its powers and perform sole discretion, including its obligations under this DeedAffiliates;
(e) (execute proxiesto sell, etc) to execute all convey, exchange for other securities or other property, convert, transfer, assign, pledge, encumber or otherwise dispose of any such proxies and other instruments as may be necessary or desirable to enable the TrusteeTrust Property held by it at any time, or by any officer, delegate or agent of means considered reasonable by the Trustee (appointed in accordance with this Deed) and to exercise any power, discretion or right of receive the Trustee as the Trustee shall in its absolute discretion see fitconsideration and grant discharges therefor;
(f) (dealings over mortgaged Land) to consent to any mortgagecommence, lease and/or sub-lease of defend, adjust or dealing settle suits or legal proceedings in connection with the property (including Land) over which a Receivable Security is held provided that, Trust and to represent the Trust in the case of any such mortgagesuits or legal proceedings and to keep the Manager informed; provided, however, that the Receivable Security held Trustee shall not be obliged or required to do so unless it has been indemnified to its satisfaction against all expenses and liabilities sustained or anticipated by the relevant Trust will rank in priority to any dealing for which consent is soughtTrustee by reason thereof;
(g) (discharge Receivables) subject to this Deed applicable Securities Legislation, to lend money whether secured or unsecured;
(h) to exercise any Corporate Action in connection with any such Trust Property at any time held by the Trustee, and to make any payments incidental thereto; to consent to, or otherwise participate in or dissent from, the reorganization, consolidation, amalgamation or merger of any corporation, company or association, or to the sale, mortgage, pledge or lease of the property of any corporation, company or association, or of any of the securities of which may at any time be held by it, and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, the making of agreements or subscriptions and the other relevant Transaction Documentspayment of expenses, assessments or subscriptions which it may deem necessary or advisable in connection therewith; to grant hold any form such Trust Property which it may so acquire and generally to exercise any of discharge or release or partial discharge or release the powers of any Receivableowner with respect to such Trust Property, Receivable Security provided that where direction from the Manager is not provided within the time frame specified by the Trustee in any notice provided in accordance with Subsection 7.3(a), the Trustee shall take no action;
(i) to vote personally, or Related Security by general or by limited proxy, any such Trust Property which may be held by it at any time, and similarly to exercise personally or by general or by limited power of attorney any right appurtenant to any Trust Property held by it at any time, provided that where direction is not provided by the Manager within the time frame as set out in the Voting Materials forwarded to do so is it in accordance with Subsection 7.3(b), the Trustee shall take no action;
(j) to incur and pay out of such Trust Property held by it at any time any charges or expenses and disburse any assets of the Trust, which charges, expenses or disbursements are, in the opinion of the Trustee not prejudicial or the Manager, as the case may be, necessary or incidental to or desirable for the relevant carrying out of any of the purposes of the Trust (andor conducting the business of the Trust including, without limitation, will not have the effect of removing a Receivable from the coverage of any Support Facility prior Management Fee, fees payable to the receipt Bullion Custodian, the Custodian, the Valuation Agent and the Registrar and Transfer Agent, custodian settlement fees, any expenses related to the implementation and on-going operation of all moneys owing or which may become owing under the Receivable) Independent Review Committee, brokerage fees and to execute all deeds commissions, federal and provincial income taxes, goods and services taxes and withholding taxes, or other documents as shall be necessary governmental levies, charges and assessments of whatever kind or incidental to such a discharge nature, imposed upon or release and to deal with certificates of title or other indicia of title as against the Trustee sees fitin connection with the Trust or such Trust Property or upon or against such Trust Property or any part thereof and for any of the purposes herein;
(hk) (powers of holder of Receivable Security) subject to this Deed and renew or extend or participate in the other relevant Transaction Documents, to exercise any power of sale arising on default under any Receivable, Receivable Security renewal or Related Securities or any other right or remedy accruing in respect extension of any such Trust in relation to Property held by it at any Assettime, Support Facility or other Transaction Document and to exercise all customary powers, authorities and discretions following on the exercise of that power, right or remedy where the Trustee considers it is in the interests of the relevant Trust;
(i) (proceedings) to institute, prosecute, defend, settle and compromise legal or administrative proceedings of any nature and generally to enforce and pursue its rights under and in respect of Assets, a Trust or a Transaction Document; Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(j) (waivers) wherever it thinks it expedient or desirable in the interests of any Trust, to give any waiver, time or indulgence to any person on upon such terms as it may deem advisable, and to agree to a reduction in its discretion determine;
(k) (Euroclear the rate of interest on any such Trust Property or of any guarantee pertaining thereto, in any manner and Cedel) to lodge Notesany extent that it may deem advisable; to waive any default whether in the performance of any covenant or condition of any such Trust Property, or arrange for Notes to be lodged, with Euroclear or Cedelin the performance of any guarantee, or to enforce rights in respect of any such default in such manner and to such extent as it may deem advisable; to exercise and enforce any and all rights of foreclosure, to bid on property on sale or foreclosure with or without paying a depositary for Euroclear and/or Cedelconsideration therefore and in connection therewith to release the obligation on the covenant secured by such security and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of any such security or guarantee pertaining thereto;
(l) (Notes) subject to this Deed make, execute, acknowledge and deliver any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases of other documents of transfer and any and all other instruments in writing that may be necessary or proper for the other relevant Transaction Documentsaccomplishment of any of the powers herein granted, to borrow and raise moneys by whether for a term extending beyond the issue office of Notes as provided in this Deedthe Trustee or beyond the possible termination of the Trust or for a lesser term;
(m) (other borrowings) in its sole discretion, to borrowadvance monies to the Trust for the purposes of settlement of transactions and overdrafts against such Trust Property held by it at any time, raise moneys or procure financial accommodation where the Trustee considers the same to be in the interests of the relevant Trust on such terms and conditions as the Manager thinks fit Trustee may, in its sole discretion, determine, provided that, in order to secure the obligations of the Trust to repay such borrowings, the principal of and that are acceptable to interest charged on such borrowing shall be paid out of the Trustee (acting reasonably)Trust Property and shall constitute a charge against the Trust Property until paid;
(n) (Transaction Documents) to enter into purchase, hold, sell or exercise call or put options on securities, indices of shares or other securities, financial and perform its obligations under stock index futures contracts, securities or currency futures or forward contracts or other financial or derivative instruments, all whether or not any Transaction Document containing such terms options, indices, contracts or instruments are traded on a regular exchange and conditions in connection therewith to deposit such Trust Property held by it at any time with the counterparty as the Manager thinks fit margin and that are acceptable to the Trustee (acting reasonably)grant security interest therein;
(o) (insurance) insure to deposit any Asset for amountssuch Trust Property, on conditions including securities and for types documents of insurance determined to be necessary title held by it hereunder, with the Custodian, including the Trustee, any of its Affiliates, a sub-custodian appointed by the ManagerTrustee or a Depository;
(p) (attend meetings) attend and vote at meetings to employ in accordance with the written directions respect of the ManagerTrust such Counsel, auditors, advisors, agents or other Person as the Trustee may deem necessary from time to time for the purpose of discharging its duties hereunder and to pay out of the Trust their reasonable expenses and compensation;
(q) (indemnity) give an indemnity out of a Trust in any terms whatsoever to such persons issue Units for consideration, and against such expenses and damages redeem Units, as the Manager reasonably considers necessary or desirable and that are acceptable to the Trusteeset forth herein;
(r) to dispose of any Trust Property for the purpose of paying obligations of the Trust or for repaying any loan authorized hereby and the Trustee shall give prompt notice to the Manager of any such disposition;
(undertakings s) to hold such portion of the such Trust Property held by it at any time that is uninvested in Transaction Documents) without limiting cash and, from time to time, to retain such cash balances on deposit with the above provisions Trustee or any of this clause 17.2, give any representation, warranty, indemnity its Affiliates or with a chartered bank or other undertaking required Depository, in respect such account as the Trustee, in its sole discretion determines, whether or not such deposits will earn interest;
(t) to delegate any of a Support Facilitythe powers and duties of the Trustee to any one or more agents, representatives, officers, employees, independent contractors or other Transaction Documents, the sale or issue of Notes or other transaction in any way relating to a Trust as the Manager thinks fit and that are acceptable Persons without liability to the Trustee except as specifically provided in this Trust Agreement; and
(acting reasonablyu) to do all such acts, subject to take all such proceedings and to exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust, and to carry out the purposes of the Trust established hereunder. The exercise of any one or more of the foregoing powers or any combination thereof from time to time shall not be deemed to exhaust the rights of the Trustee to exercise such power or powers or combination of them thereafter from time to time. The following enumerated powers shall only be exercised by the Trustee on the direction of the Manager or any Investment Manager: Subsections 7.2(b), (c), (e), (f), (g), (h), (i), (j) as applicable, (k), (l), (n) and (q), and with respect to Subsection 7.2(n), to the following) even if the subject matter of such representation, warranty, indemnity or other undertaking may refer to extent that the Trustee in its personal capacity or otherwise is required to the Trustee's personal affairs provided that execute any documents relating to such representation, warranty, indemnity or undertaking referring to investments which the Trustee did not negotiate or in its personal capacity or respect to its personal affairs must be which the Trustee is not responsible hereunder, upon an indemnity being provided from the Manager acceptable to the Trustee in its absolute discretion;
(s) (custody) appoint the Custodian in respect of a Trust to undertake custodial duties in accordance with the relevant Custodian Agreement;
(t) (transfer Assets) transfer any of the Assets of a Trust to another Trust in accordance with the relevant Transaction Documents;
(u) (payment direction) where a person owes an amount to the Trustee in its capacity as trustee of any Trust, direct that debtor to make that payment to another person on behalf of the Trustee, including directing payments due in respect of Receivables to be made to the Servicer;
(v) (currency conversion) convert currencies on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee acting reasonably;
(w) (stock exchange) list and maintain the listing of the Notes on any stock exchange;
(x) (Note Trustee) appoint a Note Trustee in respect of a relevant Trust;
(y) (Paying Agents) appoint Paying Agents in respect of a relevant Trust; and Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(z) (incidental powers) with the written agreement of the Manager (that agreement not to be unreasonablywithheld), to do all such things incidental to any of the above powers or necessary or convenient to be done for or in connection with any Trust or the Trustee's functions under this Deedcircumstances.
Appears in 2 contracts
Samples: Trust Agreement (Sprott Physical Gold & Silver Trust), Arrangement Agreement (Central Fund of Canada LTD)
Specific Powers. Without The enumeration of specific powers and authorities herein are in any way affecting the generality of the above or the other provisions of this Deed, but subject addition to the general powers granted in Section 7.1 or by statute and shall not be construed as limiting the general powers or authority or any other specific power or authority conferred herein on the Trustee's obligations under . Subject to the specific limitations contained in this Deed Trust Agreement and without any action or consent by the other Transaction DocumentsUnitholders, the Trustee shall have and may exercise, at any time and from time to time, the following powers (and authorities which shall may or may not be construed exercised by it in its sole judgment and discretion, and in such manner and upon such terms and conditions as separate and independent powers of the Trustee):
it may from time to time deem proper: (a) to hold the Trust Property other than the Silver Bullion that it may acquire hereunder exercising the same degree of care which it gives to its own property of a similar kind under its own custody; (enter into Receivable Securitiesb) to deliver any cash at any time held by it as directed by the Manager to purchase, or otherwise acquire, on behalf of the Trust, Silver Bullion and to retain the same in trust hereunder in its capacity as Trustee; provided, however, that the Trustee shall have no responsibility for the custody, authenticity or validity of title of any Trust Property consisting of such Silver Bullion held by the Silver Custodian including, without limitation, the weight, amount, purity, contents or any assaying thereof; (c) subject to Subsection 8.1(b) and Subclause 11.2(b)(iii)(G) hereof, with any cash at any time held by it to purchase, or otherwise acquire, and to sell, on behalf of the Trust, any securities, currencies, assets or other such Trust Property (other than the Silver Bullion) of a kind permitted pursuant to the Investment Policy and to hold and retain the same in trust hereunder in its capacity as Trustee; (d) to enter intointo and settle foreign exchange transactions on behalf of the Trust for purposes of facilitating settlement of trades of such Trust Property held by it at any time and any such transactions may be entered into with such counterparties as the Trustee may choose, providein its sole discretion, purchase, acquire, dispose of and sell:
including its Affiliates; (i) Loans on the security of Mortgages and Related Securities; and
(ii) other Receivables (where relevant, on the security of Receivable Securities and Related Securities);
(b) (deal in other Authorised Investmentse) to makesell, purchaseconvey, acquire exchange for other securities or other property, convert, transfer, assign, pledge, encumber or otherwise dispose of any other Authorised Investment for cash or on terms;
such Trust Property held by it at any time, by any means considered reasonable by the Trustee and to receive the consideration and grant discharges therefor; (c) (fees and Expensesf) to pay all fees payable under this Deed and commence, defend, adjust or settle suits or legal proceedings in connection with the Transaction Documents and all Expenses which were properly incurred in respect of a Trust;
(d) (advisers) to engage, Trust and to incur reasonable expenses represent the Trust in relation toany such suits or legal proceedings and to keep the Manager informed; provided, any valuershowever, solicitors, barristers, accountants, surveyors, property advisers, real estate agents, contractors, qualified advisers, and such other persons as may be necessary, usual or desirable for the purpose of enabling that the Trustee shall not be obliged or required to be fully do so unless it has been indemnified to its satisfaction against all expenses and properly advised and informed in order that it may properly exercise its powers and perform its obligations under this Deed;
(e) (execute proxies, etc) to execute all such proxies and other instruments as may be necessary liabilities sustained or desirable to enable the Trustee, or any officer, delegate or agent of anticipated by the Trustee by reason thereof; (appointed in accordance with this Deedg) subject to applicable Securities Legislation, to lend money whether secured or unsecured; (h) to exercise any powerCorporate Action in connection with any such Trust Property at any time held by the Trustee, discretion and to make any payments incidental thereto; to consent to, or right otherwise participate in or dissent from, the reorganization, consolidation, amalgamation or merger of any corporation, company or association, or to the sale, mortgage, pledge or lease of the property of any corporation, company or association, or of any of the securities of which may at any time be held by it, and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, the making of agreements or subscriptions and the payment of expenses, assessments or subscriptions which it may deem necessary or advisable in connection therewith; to hold any such Trust Property which it may so acquire and generally to exercise any of the powers of any owner with respect to such Trust Property, provided that where direction from the Manager is not provided within the time frame specified by the Trustee as in any notice provided in accordance with Subsection 7.3(a), the Trustee shall in its absolute discretion see fit;
take no action; (f) (dealings over mortgaged Landi) to consent vote personally, or by general or by limited proxy, any such Trust Property which may be held by it at any time, and similarly to exercise personally or by general or by limited power of attorney any right appurtenant to any mortgageTrust Property held by it at any time, lease and/or sub-lease of or dealing with provided that where direction is not provided by the property (including Land) over which a Receivable Security is held provided that, Manager within the time frame as set out in the case of any such mortgageVoting Materials forwarded to it in accordance with Subsection 7.3(b), the Receivable Security Trustee shall take no action; (j) to incur and pay out of such Trust Property held by it at any time any charges or expenses and disburse any assets of the relevant Trust will rank in priority to any dealing for Trust, which consent is sought;
(g) (discharge Receivables) subject to this Deed and the other relevant Transaction Documentscharges, to grant any form of discharge expenses or release or partial discharge or release of any Receivabledisbursements are, Receivable Security or Related Security where to do so is in the opinion of the Trustee not prejudicial or the Manager, as the case may be, necessary or incidental to or desirable for the relevant carrying out of any of the purposes of the Trust (andor conducting the business of the Trust including, without limitation, will not have the effect Management Fee, fees payable to the Silver Custodian, the Custodian, the Valuation Agent and the Registrar and Transfer Agent, custodian settlement fees, any expenses related to the implementation and on-going operation of removing a Receivable from the coverage Independent Review Committee, brokerage fees and commissions, federal and provincial income taxes, goods and services taxes and withholding taxes, or other governmental levies, charges and assessments of whatever kind or nature, imposed upon or against the Trustee in connection with the Trust or such Trust Property or upon or against such Trust Property or any part thereof and for any of the purposes herein; (k) to renew or extend or participate in the renewal or extension of any Support Facility prior to the receipt of all moneys owing or which may become owing under the Receivable) and to execute all deeds or other documents as shall be necessary or incidental to such a discharge or release and to deal with certificates of title or other indicia of title as the Trustee sees fit;
(h) (powers of holder of Receivable Security) subject to this Deed and the other relevant Transaction DocumentsTrust Property held by it at any time, to exercise any power of sale arising on default under any Receivable, Receivable Security or Related Securities or any other right or remedy accruing in respect of any Trust in relation to any Asset, Support Facility or other Transaction Document and to exercise all customary powers, authorities and discretions following on the exercise of that power, right or remedy where the Trustee considers it is in the interests of the relevant Trust;
(i) (proceedings) to institute, prosecute, defend, settle and compromise legal or administrative proceedings of any nature and generally to enforce and pursue its rights under and in respect of Assets, a Trust or a Transaction Document; Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(j) (waivers) wherever it thinks it expedient or desirable in the interests of any Trust, to give any waiver, time or indulgence to any person on upon such terms as it may deem advisable, and to agree to a reduction in its discretion determine;
(k) (Euroclear the rate of interest on any such Trust Property or of any guarantee pertaining thereto, in any manner and Cedel) to lodge Notesany extent that it may deem advisable; to waive any default whether in the performance of any covenant or condition of any such Trust Property, or arrange for Notes to be lodged, with Euroclear or Cedelin the performance of any guarantee, or to enforce rights in respect of any such default in such manner and to such extent as it may deem advisable; to exercise and enforce any and all rights of foreclosure, to bid on property on sale or foreclosure with or without paying a depositary for Euroclear and/or Cedel;
consideration therefore and in connection therewith to release the obligation on the covenant secured by such security and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of any such security or guarantee pertaining thereto; (l) (Notes) subject to this Deed make, execute, acknowledge and deliver any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases of other documents of transfer and any and all other instruments in writing that may be necessary or proper for the other relevant Transaction Documentsaccomplishment of any of the powers herein granted, to borrow and raise moneys by whether for a term extending beyond the issue office of Notes as provided in this Deed;
the Trustee or beyond the possible termination of the Trust or for a lesser term; (m) (other borrowings) in its sole discretion, to borrowadvance monies to the Trust for the purposes of settlement of transactions and overdrafts against such Trust Property held by it at any time, raise moneys or procure financial accommodation where the Trustee considers the same to be in the interests of the relevant Trust on such terms and conditions as the Trustee may, in its sole discretion, determine, provided that, in order to secure the obligations of the Trust to repay such borrowings, the principal of and interest charged on such borrowing shall be paid out of the Trust Property and shall constitute a charge against the Trust Property until paid; (n) to purchase, hold, sell or exercise call or put options on securities, indices of shares or other securities, financial and stock index futures contracts, securities or currency futures or forward contracts or other financial or derivative instruments, all whether or not any such options, indices, contracts or instruments are traded on a regular exchange and in connection therewith to deposit such Trust Property held by it at any time with the counterparty as margin and to grant security interest therein; (o) to deposit any such Trust Property, including securities and documents of title held by it hereunder, with the Custodian, including the Trustee, any of its Affiliates, a sub-custodian appointed by the Trustee or a Depository; (p) to employ in respect of the Trust such Counsel, auditors, advisors, agents or other Person as the Trustee may deem necessary from time to time for the purpose of discharging its duties hereunder and to pay out of the Trust their reasonable expenses and compensation; (q) to issue Units for consideration, and redeem Units, as set forth herein; (r) to dispose of any Trust Property for the purpose of paying obligations of the Trust or for repaying any loan authorized hereby and the Trustee shall give prompt notice to the Manager thinks fit of any such disposition; (s) to hold such portion of the such Trust Property held by it at any time that is uninvested in cash and, from time to time, to retain such cash balances on deposit with the Trustee or any of its Affiliates or with a chartered bank or other Depository, in such account as the Trustee, in its sole discretion determines, whether or not such deposits will earn interest; (t) to delegate any of the powers and that are acceptable duties of the Trustee to any one or more agents, representatives, officers, employees, independent contractors or other Persons without liability to the Trustee except as specifically provided in this Trust Agreement; and (acting reasonablyu) to do all such acts, to take all such proceedings and to exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust, and to carry out the purposes of the Trust established hereunder. The exercise of any one or more of the foregoing powers or any combination thereof from time to time shall not be deemed to exhaust the rights of the Trustee to exercise such power or powers or combination of them thereafter from time to time. The following enumerated powers shall only be exercised by the Trustee on the direction of the Manager or any Investment Manager: Subsections 7.2 (b);
, (c), (e), (f), (g), (h), (i), (j) as applicable, (k), (l), (n) and (Transaction Documents) q), and with respect to enter into and perform its obligations under Subsection 7.2(n), to the extent that the Trustee is required to execute any Transaction Document containing documents relating to such terms and conditions as investments which the Trustee did not negotiate or in respect to which the Trustee is not responsible hereunder, upon an indemnity being provided from the Manager thinks fit and that are acceptable to the Trustee (acting reasonably);
(o) (insurance) insure any Asset for amounts, on conditions and for types of insurance determined to be necessary by the Manager;
(p) (attend meetings) attend and vote at meetings in accordance with the written directions of the Manager;
(q) (indemnity) give an indemnity out of a Trust in any terms whatsoever to such persons and against such expenses and damages as the Manager reasonably considers necessary or desirable and that are acceptable to the Trustee;
(r) (undertakings in Transaction Documents) without limiting the above provisions of this clause 17.2, give any representation, warranty, indemnity or other undertaking required in respect of a Support Facility, or other Transaction Documents, the sale or issue of Notes or other transaction in any way relating to a Trust as the Manager thinks fit and that are acceptable to the Trustee (acting reasonably, subject to the following) even if the subject matter of such representation, warranty, indemnity or other undertaking may refer to the Trustee in its personal capacity or otherwise to the Trustee's personal affairs provided that any such representation, warranty, indemnity or undertaking referring to the Trustee in its personal capacity or to its personal affairs must be acceptable to the Trustee in its absolute discretion;
(s) (custody) appoint the Custodian in respect of a Trust to undertake custodial duties in accordance with the relevant Custodian Agreement;
(t) (transfer Assets) transfer any of the Assets of a Trust to another Trust in accordance with the relevant Transaction Documents;
(u) (payment direction) where a person owes an amount to the Trustee in its capacity as trustee of any Trust, direct that debtor to make that payment to another person on behalf of the Trustee, including directing payments due in respect of Receivables to be made to the Servicer;
(v) (currency conversion) convert currencies on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee acting reasonably;
(w) (stock exchange) list and maintain the listing of the Notes on any stock exchange;
(x) (Note Trustee) appoint a Note Trustee in respect of a relevant Trust;
(y) (Paying Agents) appoint Paying Agents in respect of a relevant Trust; and Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(z) (incidental powers) with the written agreement of the Manager (that agreement not to be unreasonablywithheld), to do all such things incidental to any of the above powers or necessary or convenient to be done for or in connection with any Trust or the Trustee's functions under this Deedcircumstances.
Appears in 1 contract
Specific Powers. Without The enumeration of specific powers and authorities herein are in any way affecting the generality of the above or the other provisions of this Deed, but subject addition to the general powers granted in Section 7.1 or by statute and shall not be construed as limiting the general powers or authority or any other specific power or authority conferred herein on the Trustee's obligations under . Subject to the specific limitations contained in this Deed Trust Agreement and without any action or consent by the other Transaction DocumentsUnitholders, the Trustee shall have and may exercise, at any time and from time to time, the following powers (and authorities which shall may or may not be construed exercised by it in its sole judgment and discretion, and in such manner and upon such terms and conditions as separate and independent powers of the Trustee):it may from time to time deem proper:
(a) (enter into Receivable Securities) to enter into, provide, purchase, acquire, dispose hold the Trust Property other than Bullion that it may acquire hereunder exercising the same degree of and sell:
(i) Loans on the security care which it gives to its own property of Mortgages and Related Securities; and
(ii) other Receivables (where relevant, on the security of Receivable Securities and Related Securities)a similar kind under its own custody;
(b) (deal in other Authorised Investments) to make, deliver any cash at any time held by it as directed by the Manager to purchase, acquire or dispose otherwise acquire, on behalf of the Trust, Bullion, and to retain the same in trust hereunder in its capacity as Trustee; provided, however, that the Trustee shall have no responsibility for the custody, authenticity or validity of title of any other Authorised Investment for cash Trust Property consisting of such Bullion including, without limitation, the weight, amount, purity, contents or on termsany assaying thereof;
(c) subject to Subsection 8.1(b) and Subclause 11.2(b)(iii)(G) hereof, with any cash at any time held by it to purchase, or otherwise acquire, and to sell, on behalf of the Trust, any securities, currencies, assets or other such Trust Property (fees and Expensesother than Bullion) to pay all fees payable under this Deed and the Transaction Documents and all Expenses which were properly incurred in respect of a Trustkind permitted pursuant to the Investment Policy and to hold and retain the same in trust hereunder in its capacity as Trustee;
(d) (advisers) to engage, enter into and to incur reasonable expenses in relation to, settle foreign exchange transactions on behalf of the Trust for purposes of facilitating settlement of trades of such Trust Property held by it at any valuers, solicitors, barristers, accountants, surveyors, property advisers, real estate agents, contractors, qualified advisers, time and any such other persons as transactions may be necessary, usual or desirable for the purpose of enabling entered into with such counterparties as the Trustee to be fully and properly advised and informed may choose, in order that it may properly exercise its powers and perform sole discretion, including its obligations under this DeedAffiliates;
(e) (execute proxiesto sell, etc) to execute all convey, exchange for other securities or other property, convert, transfer, assign, pledge, encumber or otherwise dispose of any such proxies and other instruments as may be necessary or desirable to enable the TrusteeTrust Property held by it at any time, or by any officer, delegate or agent of means considered reasonable by the Trustee (appointed in accordance with this Deed) and to exercise any power, discretion or right of receive the Trustee as the Trustee shall in its absolute discretion see fitconsideration and grant discharges therefor;
(f) (dealings over mortgaged Land) to consent to any mortgagecommence, lease and/or sub-lease of defend, adjust or dealing settle suits or legal proceedings in connection with the property (including Land) over which a Receivable Security is held provided that, Trust and to represent the Trust in the case of any such mortgagesuits or legal proceedings and to keep the Manager informed; provided, however, that the Receivable Security held Trustee shall not be obliged or required to do so unless it has been indemnified to its satisfaction against all expenses and liabilities sustained or anticipated by the relevant Trust will rank in priority to any dealing for which consent is soughtTrustee by reason thereof;
(g) (discharge Receivables) subject to this Deed applicable Securities Legislation, to lend money whether secured or unsecured;
(h) to exercise any Corporate Action in connection with any such Trust Property at any time held by the Trustee, and to make any payments incidental thereto; to consent to, or otherwise participate in or dissent from, the reorganization, consolidation, amalgamation or merger of any corporation, company or association, or to the sale, mortgage, pledge or lease of the property of any corporation, company or association, or of any of the securities of which may at any time be held by it, and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, the making of agreements or subscriptions and the other relevant Transaction Documentspayment of expenses, assessments or subscriptions which it may deem necessary or advisable in connection therewith; to grant hold any form such Trust Property which it may so acquire and generally to exercise any of discharge or release or partial discharge or release the powers of any Receivableowner with respect to such Trust Property, Receivable Security provided that where direction from the Manager is not provided within the time frame specified by the Trustee in any notice provided in accordance with Subsection 7.3(a), the Trustee shall take no action;
(i) to vote personally, or Related Security by general or by limited proxy, any such Trust Property which may be held by it at any time, and similarly to exercise personally or by general or by limited power of attorney any right appurtenant to any Trust Property held by it at any time, provided that where direction is not provided by the Manager within the time frame as set out in the Voting Materials forwarded to do so is it in accordance with Subsection 7.3(b), the Trustee shall take no action;
(j) to incur and pay out of such Trust Property held by it at any time any charges or expenses and disburse any assets of the Trust, which charges, expenses or disbursements are, in the opinion of the Trustee not prejudicial or the Manager, as the case may be, necessary or incidental to or desirable for the relevant carrying out of any of the purposes of the Trust (andor conducting the business of the Trust including, without limitation, will not have the effect of removing a Receivable from the coverage of any Support Facility prior Management Fee, fees payable to the receipt Bullion Custodian, the Custodian, the Valuation Agent and the Registrar and Transfer Agent, custodian settlement fees, any expenses related to the implementation and ongoing operation of all moneys owing or which may become owing under the Receivable) Independent Review Committee, brokerage fees and to execute all deeds commissions, federal and provincial income taxes, goods and services taxes and withholding taxes, or other documents as shall be necessary governmental levies, charges and assessments of whatever kind or incidental to such a discharge nature, imposed upon or release and to deal with certificates of title or other indicia of title as against the Trustee sees fitin connection with the Trust or such Trust Property or upon or against such Trust Property or any part thereof and for any of the purposes herein;
(hk) (powers of holder of Receivable Security) subject to this Deed and renew or extend or participate in the other relevant Transaction Documents, to exercise any power of sale arising on default under any Receivable, Receivable Security renewal or Related Securities or any other right or remedy accruing in respect extension of any such Trust in relation to Property held by it at any Assettime, Support Facility or other Transaction Document and to exercise all customary powers, authorities and discretions following on the exercise of that power, right or remedy where the Trustee considers it is in the interests of the relevant Trust;
(i) (proceedings) to institute, prosecute, defend, settle and compromise legal or administrative proceedings of any nature and generally to enforce and pursue its rights under and in respect of Assets, a Trust or a Transaction Document; Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(j) (waivers) wherever it thinks it expedient or desirable in the interests of any Trust, to give any waiver, time or indulgence to any person on upon such terms as it may deem advisable, and to agree to a reduction in its discretion determine;
(k) (Euroclear the rate of interest on any such Trust Property or of any guarantee pertaining thereto, in any manner and Cedel) to lodge Notesany extent that it may deem advisable; to waive any default whether in the performance of any covenant or condition of any such Trust Property, or arrange for Notes to be lodged, with Euroclear or Cedelin the performance of any guarantee, or to enforce rights in respect of any such default in such manner and to such extent as it may deem advisable; to exercise and enforce any and all rights of foreclosure, to bid on property on sale or foreclosure with or without paying a depositary for Euroclear and/or Cedelconsideration therefore and in connection therewith to release the obligation on the covenant secured by such security and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of any such security or guarantee pertaining thereto;
(l) (Notes) subject to this Deed make, execute, acknowledge and deliver any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases of other documents of transfer and any and all other instruments in writing that may be necessary or proper for the other relevant Transaction Documentsaccomplishment of any of the powers herein granted, to borrow and raise moneys by whether for a term extending beyond the issue office of Notes as provided in this Deedthe Trustee or beyond the possible termination of the Trust or for a lesser term;
(m) (other borrowings) in its sole discretion, to borrowadvance monies to the Trust for the purposes of settlement of transactions and overdrafts against such Trust Property held by it at any time, raise moneys or procure financial accommodation where the Trustee considers the same to be in the interests of the relevant Trust on such terms and conditions as the Manager thinks fit Trustee may, in its sole discretion, determine, provided that, in order to secure the obligations of the Trust to repay such borrowings, the principal of and that are acceptable to interest charged on such borrowing shall be paid out of the Trustee (acting reasonably)Trust Property and shall constitute a charge against the Trust Property until paid;
(n) (Transaction Documents) to enter into purchase, hold, sell or exercise call or put options on securities, indices of shares or other securities, financial and perform its obligations under stock index futures contracts, securities or currency futures or forward contracts or other financial or derivative instruments, all whether or not any Transaction Document containing such terms options, indices, contracts or instruments are traded on a regular exchange and conditions in connection therewith to deposit such Trust Property held by it at any time with the counterparty as the Manager thinks fit margin and that are acceptable to the Trustee (acting reasonably)grant security interest therein;
(o) (insurance) insure to deposit any Asset for amountssuch Trust Property, on conditions including securities and for types documents of insurance determined to be necessary title held by it hereunder, with the Custodian, including the Trustee, any of its Affiliates, a sub-custodian appointed by the ManagerTrustee or a Depository;
(p) (attend meetings) attend and vote at meetings to employ in accordance with the written directions respect of the ManagerTrust such Counsel, auditors, advisors, agents or other Person as the Trustee may deem necessary from time to time for the purpose of discharging its duties hereunder and to pay out of the Trust their reasonable expenses and compensation;
(q) (indemnity) give an indemnity out to cause the issuance of a Trust in any terms whatsoever to such persons Units for consideration received therefor and against such expenses and damages redemption of Units as the Manager reasonably considers necessary or desirable and that are acceptable to the Trusteeset forth herein;
(r) to dispose of any Trust Property for the purpose of paying obligations of the Trust or for repaying any loan authorized hereby and the Trustee shall give prompt notice to the Manager of any such disposition;
(undertakings s) to hold such portion of the such Trust Property held by it at any time that is uninvested in Transaction Documents) without limiting cash and, from time to time, to retain such cash balances on deposit with the above provisions Trustee or any of this clause 17.2, give any representation, warranty, indemnity its Affiliates or with a chartered bank or other undertaking required Depository, in respect such account as the Trustee, in its sole discretion determines, whether or not such deposits will earn interest;
(t) to delegate any of a Support Facilitythe powers and duties of the Trustee to any one or more agents, representatives, officers, employees, independent contractors or other Transaction Documents, the sale or issue of Notes or other transaction in any way relating to a Trust as the Manager thinks fit and that are acceptable Persons without liability to the Trustee except as specifically provided in this Trust Agreement; and
(acting reasonablyu) to do all such acts, subject to take all such proceedings and to exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust, and to carry out the purposes of the Trust established hereunder. The exercise of any one or more of the foregoing powers or any combination thereof from time to time shall not be deemed to exhaust the rights of the Trustee to exercise such power or powers or combination of them thereafter from time to time. The following enumerated powers shall only be exercised by the Trustee on the direction of the Manager or any Investment Manager: Subsections 7.2 (b), (c), (d), (e), (f), (g), (h), (i), (j) as applicable, (k), (l), (n) and (q), and with respect to Subsection 7.2(n), to the following) even if the subject matter of such representation, warranty, indemnity or other undertaking may refer to extent that the Trustee in its personal capacity or otherwise is required to the Trustee's personal affairs provided that execute any documents relating to such representation, warranty, indemnity or undertaking referring to investments which the Trustee did not negotiate or in its personal capacity or respect to its personal affairs must be which the Trustee is not responsible hereunder, upon an indemnity being provided from the Manager acceptable to the Trustee in its absolute discretion;
(s) (custody) appoint the Custodian in respect of a Trust to undertake custodial duties in accordance with the relevant Custodian Agreement;
(t) (transfer Assets) transfer any of the Assets of a Trust to another Trust in accordance with the relevant Transaction Documents;
(u) (payment direction) where a person owes an amount to the Trustee in its capacity as trustee of any Trust, direct that debtor to make that payment to another person on behalf of the Trustee, including directing payments due in respect of Receivables to be made to the Servicer;
(v) (currency conversion) convert currencies on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee acting reasonably;
(w) (stock exchange) list and maintain the listing of the Notes on any stock exchange;
(x) (Note Trustee) appoint a Note Trustee in respect of a relevant Trust;
(y) (Paying Agents) appoint Paying Agents in respect of a relevant Trust; and Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(z) (incidental powers) with the written agreement of the Manager (that agreement not to be unreasonablywithheld), to do all such things incidental to any of the above powers or necessary or convenient to be done for or in connection with any Trust or the Trustee's functions under this Deedcircumstances.
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Samples: Trust Agreement (Sprott Physical Platinum & Palladium Trust)
Specific Powers. Without The enumeration of specific powers and authorities herein are in any way affecting the generality of the above or the other provisions of this Deed, but subject addition to the general powers granted in Section 7.1 or by statute and shall not be construed as limiting the general powers or authority or any other specific power or authority conferred herein on the Trustee's obligations under . Subject to the specific limitations contained in this Deed Trust Agreement and without any action or consent by the other Transaction DocumentsUnitholders, the Trustee shall have and may exercise, at any time and from time to time, the following powers (and authorities which shall may or may not be construed exercised by it in its sole judgment and discretion, and in such manner and upon such terms and conditions as separate and independent powers of the Trustee):it may from time to time deem proper:
(a) (enter into Receivable Securities) to enter into, provide, purchase, acquire, dispose hold the Trust Property other than the Gold Bullion that it may acquire hereunder exercising the same degree of and sell:
(i) Loans on the security care which it gives to its own property of Mortgages and Related Securities; and
(ii) other Receivables (where relevant, on the security of Receivable Securities and Related Securities)a similar kind under its own custody;
(b) (deal in other Authorised Investments) with any cash at any time held by it to make, purchase, acquire or dispose otherwise acquire, and to sell, on behalf of the Trust, Gold Bullion and to hold and retain the same in trust hereunder in its capacity as Trustee; provided, however, that the Trustee shall have no responsibility for the authenticity of any other Authorised Investment for cash Trust Property consisting of such commodity including, without limitation, the weight, amount, purity, contents or on termsany assaying thereof;
(c) (fees with any cash at any time held by it to purchase, or otherwise acquire, and Expenses) to pay all fees payable under this Deed and sell, on behalf of the Transaction Documents and all Expenses which were properly incurred in respect Trust, any securities, currencies, assets or other such Trust Property of a Trustkind permitted pursuant to the Investment Policy and to hold and retain the same in trust hereunder in its capacity as Trustee;
(d) (advisers) to engage, enter into and to incur reasonable expenses in relation to, settle foreign exchange transactions on behalf of the Trust for purposes of facilitating settlement of trades of such Trust Property and any valuers, solicitors, barristers, accountants, surveyors, property advisers, real estate agents, contractors, qualified advisers, and such other persons as transactions may be necessary, usual or desirable for the purpose of enabling entered into with such counterparties as the Trustee to be fully and properly advised and informed may choose, in order that it may properly exercise its powers and perform sole discretion, including its obligations under this DeedAffiliates;
(e) (execute proxiesto sell, etc) to execute all convey, exchange for other securities or other property, convert, transfer, assign, pledge, encumber or otherwise dispose of any such proxies and other instruments as may be necessary or desirable to enable the TrusteeTrust Property held by it at any time, or by any officer, delegate or agent of means considered reasonable by the Trustee (appointed in accordance with this Deed) and to exercise any power, discretion or right of receive the Trustee as the Trustee shall in its absolute discretion see fitconsideration and grant discharges therefor;
(f) (dealings over mortgaged Land) to consent to any mortgagecommence, lease and/or sub-lease of defend, adjust or dealing settle suits or legal proceedings in connection with the property (including Land) over which a Receivable Security is held provided that, Trust and to represent the Trust in the case of any such mortgagesuits or legal proceedings and to keep the Manager informed; provided, however, that the Receivable Security held Trustee shall not be obliged or required to do so unless it has been indemnified to its satisfaction against all expenses and liabilities sustained or anticipated by the relevant Trust will rank in priority to any dealing for which consent is soughtTrustee by reason thereof;
(g) (discharge Receivables) subject to this Deed applicable Securities Legislation, to lend money whether secured or unsecured;
(h) to exercise any Corporate Action in connection with any such Trust Property at any time held by the Trustee, and to make any payments incidental thereto; to consent to, or otherwise participate in or dissent from, the reorganization, consolidation, amalgamation or merger of any corporation, company or association, or to the sale, mortgage, pledge or lease of the property of any corporation, company or association, or of any of the securities of which may at any time be held by it, and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, the making of agreements or subscriptions and the other relevant Transaction Documentspayment of expenses, assessments or subscriptions which it may deem necessary or advisable in connection therewith; to grant hold any form such Trust Property which it may so acquire and generally to exercise any of discharge or release or partial discharge or release the powers of any Receivableowner with respect to such Trust Property, Receivable Security provided that where direction from the Manager is not provided within the time frame specified by the Trustee in any notice provided in accordance with subsection 7.3(a), the Trustee shall take no action;
(i) to vote personally, or Related Security by general or by limited proxy, any such Trust Property which may be held by it at any time, and similarly to exercise personally or by general or by limited power of attorney any right appurtenant to any Trust Property held by it at any time, provided that where direction is not provided by the Manager within the time frame as set out in the Voting Materials forwarded to do so is it in accordance with subsection 7.3(b), the Trustee shall take no action;
(j) to incur and pay out of such Trust Property any charges or expenses and disburse any assets of the Trust, which charges, expenses or disbursements are, in the opinion of the Trustee not prejudicial Trustee, necessary or incidental to or desirable for the relevant carrying out of any of the purposes of the Trust (andor conducting the business of the Trust including, without limitation, will not have the effect of removing a Receivable from the coverage of any Support Facility prior Management Fee, fees payable to the receipt Gold Custodian, the Custodian, the Valuation Agent and the Registrar and Transfer Agent, custodian settlement fees, any expenses related to the implementation and on-going operation of all moneys owing or which may become owing under the Receivable) Independent Review Committee, brokerage fees and to execute all deeds commissions, federal and provincial income taxes, goods and services taxes and withholding taxes, or other documents as shall be necessary governmental levies, charges and assessments of whatever kind or incidental to such a discharge nature, imposed upon or release and to deal with certificates of title or other indicia of title as against the Trustee sees fitin connection with the Trust or such Trust Property or upon or against such Trust Property or any part thereof and for any of the purposes herein;
(hk) (powers of holder of Receivable Security) subject to this Deed and renew or extend or participate in the other relevant Transaction Documents, to exercise any power of sale arising on default under any Receivable, Receivable Security renewal or Related Securities or any other right or remedy accruing in respect extension of any such Trust in relation to any AssetProperty, Support Facility or other Transaction Document and to exercise all customary powers, authorities and discretions following on the exercise of that power, right or remedy where the Trustee considers it is in the interests of the relevant Trust;
(i) (proceedings) to institute, prosecute, defend, settle and compromise legal or administrative proceedings of any nature and generally to enforce and pursue its rights under and in respect of Assets, a Trust or a Transaction Document; Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(j) (waivers) wherever it thinks it expedient or desirable in the interests of any Trust, to give any waiver, time or indulgence to any person on upon such terms as it may deem advisable, and to agree to a reduction in its discretion determine;
(k) (Euroclear the rate of interest on any such Trust Property or of any guarantee pertaining thereto, in any manner and Cedel) to lodge Notesany extent that it may deem advisable; to waive any default whether in the performance of any covenant or condition of any such Trust Property, or arrange for Notes to be lodged, with Euroclear or Cedelin the performance of any guarantee, or to enforce rights in respect of any such default in such manner and to such extent as it may deem advisable; to exercise and enforce any and all rights of foreclosure, to bid on property on sale or foreclosure with or without paying a depositary for Euroclear and/or Cedelconsideration therefore and in connection therewith to release the obligation on the covenant secured by such security and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of any such security or guarantee pertaining thereto;
(l) (Notes) subject to this Deed make, execute, acknowledge and deliver any and all deeds, leases, mortgages, conveyances, contracts, waivers, releases of other documents of transfer and any and all other instruments in writing that may be necessary or proper for the other relevant Transaction Documentsaccomplishment of any of the powers herein granted, to borrow and raise moneys by whether for a term extending beyond the issue office of Notes as provided in this Deedthe Trustee or beyond the possible termination of the Trust or for a lesser term;
(m) (other borrowings) in its sole discretion, to borrowadvance monies to the Trust for the purposes of settlement of transactions and overdrafts against such Trust Property, raise moneys or procure financial accommodation where the Trustee considers the same to be in the interests of the relevant Trust on such terms and conditions as the Manager thinks fit Trustee may, in its sole discretion, determine, provided that, in order to secure the obligations of the Trust to repay such borrowings, the principal of and that are acceptable to the Trustee (acting reasonably)interest charged on such borrowing shall be paid out of such Trust Property and shall constitute a charge against such Trust Property until paid;
(n) (Transaction Documents) to enter into purchase, hold, sell or exercise call or put options on securities, indices of shares or other securities, financial and perform its obligations under stock index futures contracts, securities or currency futures or forward contracts or other financial or derivative instruments, all whether or not any Transaction Document containing such terms options, indices, contracts or instruments are traded on a regular exchange and conditions in connection therewith to deposit such Trust Property with the counterparty as the Manager thinks fit margin and that are acceptable to the Trustee (acting reasonably)grant security interest therein;
(o) (insurance) insure to deposit any Asset for amountssuch Trust Property, on conditions including securities and for types documents of insurance determined to be necessary title held by it hereunder, with the Custodian, including the Trustee, any of its Affiliates, a sub-custodian appointed by the ManagerTrustee or a Depository;
(p) (attend meetings) attend and vote at meetings to employ in accordance with the written directions respect of the ManagerTrust such counsel, auditors, advisors, agents or other person as the Trustee may deem necessary from time to time for the purpose of discharging its duties hereunder and to pay out of the Trust their reasonable expenses and compensation;
(q) (indemnity) give an indemnity out of a Trust in any terms whatsoever to such persons issue Units for consideration, and against such expenses and damages redeem Units, as the Manager reasonably considers necessary or desirable and that are acceptable to the Trusteeset forth herein;
(r) to dispose of any such Trust Property for the purpose of paying obligations of the Trust or for repaying any loan authorized hereby and the Trustee shall give prompt notice to the Manager of any such disposition;
(undertakings s) to hold such portion of the such Trust Property that is uninvested in Transaction Documents) without limiting cash and, from time to time, to retain such cash balances on deposit with the above provisions Trustee or any of this clause 17.2, give any representation, warranty, indemnity its Affiliates or with a chartered bank or other undertaking Depository, in such account as the Trustee, in its sole discretion determines, whether or not such deposits will earn interest;
(t) on or before March 31 in each year, other than a leap year in which case on or before March 30 in such year, to assist the Manager with preparing and delivering to Unitholders the information pertaining to the Trust, including all distributions and allocations which is required by the Tax Act or which is necessary to permit Unitholders to complete their individual tax returns for the preceding year;
(u) as set forth in respect full in Section 4.7 hereof, within 45 days from the end of each taxable year of the Trust, to assist the Manager with providing Unitholders with all information necessary to enable Unitholders or beneficial owners of Units, as applicable to elect to treat the Trust as a Support FacilityQEF for U.S. federal income tax purposes, including a completed “PFIC Annual Information Statement”;
(v) to delegate any of the powers and duties of the Trustee to any one or more agents, representatives, officers, employees, independent contractors or other Transaction Documents, the sale or issue of Notes or other transaction in any way relating to a Trust as the Manager thinks fit and that are acceptable persons without liability to the Trustee except as specifically provided in this Trust Agreement; and
(acting reasonablyw) to do all such acts, subject to take all such proceedings and to exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Trust, and to carry out the purposes of the trust established hereunder. The exercise of any one or more of the foregoing powers or any combination thereof from time to time shall not be deemed to exhaust the rights of the Trustee to exercise such power or powers or combination of them thereafter from time to time. The following enumerated powers shall only be exercised by the Trustee on the direction of the Manager or any Investment Manager: subsections 7.2 (b), (c), (e), (f), (g), (h), (i), (k), (l), (n) and (q), and with respect to subsection 7.2(n), to the following) even if the subject matter of such representation, warranty, indemnity or other undertaking may refer to extent that the Trustee in its personal capacity or otherwise is required to the Trustee's personal affairs provided that execute any documents relating to such representation, warranty, indemnity or undertaking referring to investments which the Trustee did not negotiate or in its personal capacity or respect to its personal affairs must be which the Trustee is not responsible hereunder, an indemnity from the Manager acceptable to the Trustee in its absolute discretion;
(s) (custody) appoint the Custodian in respect of a Trust to undertake custodial duties in accordance with the relevant Custodian Agreement;
(t) (transfer Assets) transfer any of the Assets of a Trust to another Trust in accordance with the relevant Transaction Documents;
(u) (payment direction) where a person owes an amount to the Trustee in its capacity as trustee of any Trust, direct that debtor to make that payment to another person on behalf of the Trustee, including directing payments due in respect of Receivables to be made to the Servicer;
(v) (currency conversion) convert currencies on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee acting reasonably;
(w) (stock exchange) list and maintain the listing of the Notes on any stock exchange;
(x) (Note Trustee) appoint a Note Trustee in respect of a relevant Trust;
(y) (Paying Agents) appoint Paying Agents in respect of a relevant Trust; and Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(z) (incidental powers) with the written agreement of the Manager (that agreement not to be unreasonablywithheld), to do all such things incidental to any of the above powers or necessary or convenient to be done for or in connection with any Trust or the Trustee's functions under this Deedcircumstances.
Appears in 1 contract
Specific Powers. Without The enumeration of specific powers and authorities herein are in any way affecting the generality of the above or the other provisions of this Deed, but subject addition to the general powers granted in Section 7.1 or by statute and shall not be construed as limiting the general powers or authority or any other specific power or authority conferred herein on the Trustee's obligations under . Subject to the specific limitations contained in this Deed Trust Agreement and without any action or consent by the other Transaction DocumentsUnitholders, the Trustee shall have and may exercise, at any time and from time to time, the following powers (and authorities which shall may or may not be construed exercised by it in its sole judgment and discretion, and in such manner and upon such terms and conditions as separate and independent powers of the Trustee):
it may from time to time deem proper: (a) to hold the Trust Property other than the Gold Bullion that it may acquire hereunder exercising the same degree of care which it gives to its own property of a similar kind under its own custody; (enter into Receivable Securitiesb) to deliver any cash at any time held by it as directed by the Manager to purchase, or otherwise acquire, on behalf of the Trust, Gold Bullion and to retain the same in trust hereunder in its capacity as Trustee; provided, however, that the Trustee shall have no responsibility for the custody, authenticity or validity of title of any Trust Property consisting of such Gold Bullion held by the Gold Custodian including, without limitation, the weight, amount, purity, contents or any assaying thereof; (c) subject to Subsection 8.1(b) and Subclause 11.2(b)(iii)(G) hereof, with any cash at any time held by it to purchase, or otherwise acquire, and to sell, on behalf of the Trust, any securities, currencies, assets or other such Trust Property (other than the Gold Bullion) of a kind permitted pursuant to the Investment Policy and to hold and retain the same in trust hereunder in its capacity as Trustee; (d) to enter intointo and settle foreign exchange transactions on behalf of the Trust for purposes of facilitating settlement of trades of such Trust Property held by it at any time and any such transactions may be entered into with such counterparties as the Trustee may choose, providein its sole discretion, purchaseincluding its Affiliates; whether in the performance of any covenant or condition of any such Trust Property, acquireor in the performance of any guarantee, dispose or to enforce rights in respect of any such default in such manner and sell:
(i) Loans to such extent as it may deem advisable; to exercise and enforce any and all rights of foreclosure, to bid on property on sale or foreclosure with or without paying a consideration therefore and in connection therewith to release the obligation on the covenant secured by such security and to exercise and enforce in any action, suit or proceeding at law or in equity any rights or remedies in respect of Mortgages and Related Securitiesany such security or guarantee pertaining thereto; and
(ii) other Receivables (where relevant, on the security of Receivable Securities and Related Securities);
(b) (deal in other Authorised Investmentsl) to make, purchaseexecute, acquire or dispose of acknowledge and deliver any other Authorised Investment for cash or on terms;
(c) (fees and Expenses) to pay all fees payable under this Deed and the Transaction Documents and all Expenses which were properly incurred in respect deeds, leases, mortgages, conveyances, contracts, waivers, releases of a Trust;
(d) (advisers) to engage, other documents of transfer and to incur reasonable expenses in relation to, any valuers, solicitors, barristers, accountants, surveyors, property advisers, real estate agents, contractors, qualified advisers, and such other persons as may be necessary, usual or desirable for the purpose of enabling the Trustee to be fully and properly advised and informed in order that it may properly exercise its powers and perform its obligations under this Deed;
(e) (execute proxies, etc) to execute all such proxies and other instruments as in writing that may be necessary or desirable to enable proper for the Trusteeaccomplishment of any of the powers herein granted, or any officer, delegate or agent whether for a term extending beyond the office of the Trustee (appointed in accordance with this Deed) to exercise any power, discretion or right beyond the possible termination of the Trustee as the Trustee shall in its absolute discretion see fit;
(f) (dealings over mortgaged Land) to consent to any mortgage, lease and/or sub-lease of or dealing with the property (including Land) over which a Receivable Security is held provided that, in the case of any such mortgage, the Receivable Security held by the relevant Trust will rank in priority to any dealing for which consent is sought;
(g) (discharge Receivables) subject to this Deed and the other relevant Transaction Documents, to grant any form of discharge or release or partial discharge or release of any Receivable, Receivable Security or Related Security where to do so is in the opinion of the Trustee not prejudicial to the relevant Trust (and, without limitation, will not have the effect of removing a Receivable from the coverage of any Support Facility prior to the receipt of all moneys owing or which may become owing under the Receivable) and to execute all deeds or other documents as shall be necessary or incidental to such a discharge or release and to deal with certificates of title or other indicia of title as the Trustee sees fit;
(h) (powers of holder of Receivable Security) subject to this Deed and the other relevant Transaction Documents, to exercise any power of sale arising on default under any Receivable, Receivable Security or Related Securities or any other right or remedy accruing in respect of any Trust in relation to any Asset, Support Facility or other Transaction Document and to exercise all customary powers, authorities and discretions following on the exercise of that power, right or remedy where the Trustee considers it is in the interests of the relevant Trust;
(i) (proceedings) to institute, prosecute, defend, settle and compromise legal or administrative proceedings of any nature and generally to enforce and pursue its rights under and in respect of Assets, a Trust or for a Transaction Documentlesser term; Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(j) (waivers) wherever it thinks it expedient or desirable in the interests of any Trust, to give any waiver, time or indulgence to any person on such terms as it may in its discretion determine;
(k) (Euroclear and Cedel) to lodge Notes, or arrange for Notes to be lodged, with Euroclear or Cedel, or a depositary for Euroclear and/or Cedel;
(l) (Notes) subject to this Deed and the other relevant Transaction Documents, to borrow and raise moneys by the issue of Notes as provided in this Deed;
(m) (other borrowings) in its sole discretion, to borrowadvance monies to the Trust for the purposes of settlement of transactions and overdrafts against such Trust Property held by it at any time, raise moneys or procure financial accommodation where the Trustee considers the same to be in the interests of the relevant Trust on such terms and conditions as the Trustee may, in its sole discretion, determine, provided that, in order to secure the obligations of the Trust to repay such borrowings, the principal of and interest charged on such borrowing shall be paid out of the Trust Property and shall constitute a charge against the Trust Property until paid; (n) to purchase, hold, sell or exercise call or put options on securities, indices of shares or other securities, financial and stock index futures contracts, securities or currency futures or forward contracts or other financial or derivative instruments, all whether or not any such options, indices, contracts or instruments are traded on a regular exchange and in connection therewith to deposit such Trust Property held by it at any time with the counterparty as margin and to grant security interest therein; (o) to deposit any such Trust Property, including securities and documents of title held by it hereunder, with the Custodian, including the Trustee, any of its Affiliates, a sub-custodian appointed by the Trustee or a Depository; (p) to employ in respect of the Trust such Counsel, auditors, advisors, agents or other Person as the Trustee may deem necessary from time to time for the purpose of discharging its duties hereunder and to pay out of the Trust their reasonable expenses and compensation; (q) to issue Units for consideration, and redeem Units, as set forth herein; (r) to dispose of any Trust Property for the purpose of paying obligations of the Trust or for repaying any loan authorized hereby and the Trustee shall give prompt notice to the Manager thinks fit of any such disposition; (s) to hold such portion of the such Trust Property held by it at any time that is uninvested in cash and, from time to time, to retain such cash balances on deposit with the Trustee or any of its Affiliates or with a chartered bank or other Depository, in such account as the Trustee, in its sole discretion determines, whether or not such deposits will earn interest; (t) to delegate any of the powers and that are acceptable duties of the Trustee to any one or more agents, representatives, officers, employees, independent contractors or other Persons without liability to the Trustee except as specifically provided in this Trust Agreement; and The exercise of any one or more of the foregoing powers or any combination thereof from time to time shall not be deemed to exhaust the rights of the Trustee to exercise such power or powers or combination of them thereafter from time to time. The following enumerated powers shall only be exercised by the Trustee on the direction of the Manager or any Investment Manager: Subsections 7.2 (acting reasonablyb);
, (c), (e), (f), (g), (h), (i), (j) as applicable, (k), (l), (n) and (Transaction Documents) q), and with respect to enter into and perform its obligations under Subsection 7.2(n), to the extent that the Trustee is required to execute any Transaction Document containing documents relating to such terms and conditions as investments which the Trustee did not negotiate or in respect to which the Trustee is not responsible hereunder, upon an indemnity being provided from the Manager thinks fit and that are acceptable to the Trustee (acting reasonably);
(o) (insurance) insure any Asset for amounts, on conditions and for types of insurance determined to be necessary by the Manager;
(p) (attend meetings) attend and vote at meetings in accordance with the written directions of the Manager;
(q) (indemnity) give an indemnity out of a Trust in any terms whatsoever to such persons and against such expenses and damages as the Manager reasonably considers necessary or desirable and that are acceptable to the Trustee;
(r) (undertakings in Transaction Documents) without limiting the above provisions of this clause 17.2, give any representation, warranty, indemnity or other undertaking required in respect of a Support Facility, or other Transaction Documents, the sale or issue of Notes or other transaction in any way relating to a Trust as the Manager thinks fit and that are acceptable to the Trustee (acting reasonably, subject to the following) even if the subject matter of such representation, warranty, indemnity or other undertaking may refer to the Trustee in its personal capacity or otherwise to the Trustee's personal affairs provided that any such representation, warranty, indemnity or undertaking referring to the Trustee in its personal capacity or to its personal affairs must be acceptable to the Trustee in its absolute discretion;
(s) (custody) appoint the Custodian in respect of a Trust to undertake custodial duties in accordance with the relevant Custodian Agreement;
(t) (transfer Assets) transfer any of the Assets of a Trust to another Trust in accordance with the relevant Transaction Documents;
(u) (payment direction) where a person owes an amount to the Trustee in its capacity as trustee of any Trust, direct that debtor to make that payment to another person on behalf of the Trustee, including directing payments due in respect of Receivables to be made to the Servicer;
(v) (currency conversion) convert currencies on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee acting reasonably;
(w) (stock exchange) list and maintain the listing of the Notes on any stock exchange;
(x) (Note Trustee) appoint a Note Trustee in respect of a relevant Trust;
(y) (Paying Agents) appoint Paying Agents in respect of a relevant Trust; and Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(z) (incidental powers) with the written agreement of the Manager (that agreement not to be unreasonablywithheld), to do all such things incidental to any of the above powers or necessary or convenient to be done for or in connection with any Trust or the Trustee's functions under this Deedcircumstances.
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Specific Powers. Without in any way affecting the generality of the above or the other provisions of this Deed, but subject Subject only to the Trustee's obligations express limitations contained in the Declaration of Trust and in addition to any other powers and authorities conferred under this Deed and the other Transaction DocumentsDeclaration of Trust or which the Trustee may have by virtue of any present or future statute or rule of law, the Trustee shall have and may exercise in its discretion, at any time and from time to time, without any action by or consent of the Unitholders, the following powers and authorities in such manner and upon such terms and conditions as it may from time to time consider proper: to operate and carry on the business of an investment fund, and exercise all the powers necessary and appropriate to the conduct of such operations; to retain any and all monies, securities, property, assets or investments received by the Trustee in the form in which they are conveyed, transferred or contributed and for such length of time as the Trustee in its discretion may consider advisable; to invest and reinvest any monies from time to time forming part of the Fund Property of a Fund in any securities, property (real or personal), assets, derivatives, mutual funds or pooled funds (including those managed or trusteed by the Trustee) or other investments, moveable or immoveable, of whatsoever nature and situated anywhere in the world or related to any class or kind of industry and whether producing income or not and whether involving liability or not which the Trustee in its discretion may consider advisable, including for greater certainty any investment permitted by National Instrument 81-102 or any investment approved by Securities Authorities, notwithstanding that the securities, property, assets or investments may not be securities, property, assets or investments in which trustees are by law authorized to invest trust funds, to the extent that the Trustee shall be construed as separate have the same full and independent unrestricted powers of investing and reinvesting in securities, property, assets and investments in all respects as if the Trustee):
(a) (enter into Receivable Securities) Trustee were the beneficial owner; to enter intoincrease the capital of a Fund at any time by the issuance of additional Units to such party or parties and for such amount and type of consideration, provide, purchase, acquire, dispose of and sell:
(i) Loans on the security of Mortgages and Related Securities; and
(ii) other Receivables (where relevant, on the security of Receivable Securities and Related Securities);
(b) (deal in other Authorised Investments) to make, purchase, acquire or dispose of any other Authorised Investment for including cash or property, at such time or times and on terms;
(c) (fees and Expenses) to pay all fees payable under this Deed and such terms as the Transaction Documents and all Expenses which were properly incurred in respect of a Trust;
(d) (advisers) to engageTrustee may deem best, and to incur reasonable expenses may in relation such manner acquire other assets (including the acquisition of assets subject to, any valuers, solicitors, barristers, accountants, surveyors, property advisers, real estate agents, contractors, qualified advisersand in connection with the assumption of liabilities) and businesses, and adopt and offer to Unitholders such other persons as may be necessaryreinvestment, usual cash distribution, payout plans or desirable for the purpose of enabling the Trustee to be fully and properly advised and informed in order that it may properly exercise its powers and perform its obligations under this Deed;
(e) (execute proxies, etc) to execute all such proxies and other instruments as may be necessary or desirable to enable the Trustee, or any officer, delegate or agent of the Trustee (appointed in accordance with this Deed) to exercise any power, discretion or right of the Trustee related plans as the Trustee shall in its absolute discretion see fit;
(f) (dealings over mortgaged Land) deem appropriate; to consent enter into arrangements regarding the distribution, issue and sale of Units, including, for ETF Units, arrangements relating to any mortgage, lease and/or sub-lease of or dealing with the property (including Land) over which a Receivable Security is held provided that, in the case of any such mortgage, the Receivable Security held by the relevant Trust will rank in priority to any dealing listing for which consent is sought;
(g) (discharge Receivables) subject to this Deed and the other relevant Transaction Documents, to grant any form of discharge or release or partial discharge or release of any Receivable, Receivable Security or Related Security where to do so is in the opinion trading of the Trustee not prejudicial to ETF Units on the relevant Trust (andTSX, without limitation, will not have the effect of removing a Receivable from the coverage of any Support Facility prior to the receipt of all moneys owing Aequitas NEO Exchange Inc. or which may become owing under the Receivable) and to execute all deeds or such other documents as shall be necessary or incidental to such a discharge or release and to deal with certificates of title or other indicia of title stock exchange as the Trustee sees fit;
(h) (powers may determine; to sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer and otherwise deal in Units; to apply to any such sale, repurchase, redemption, retirement, cancellation or acquisition of holder Units any funds or property of Receivable Security) subject to this Deed and the other relevant Transaction Documents, to exercise any power Fund Property of sale arising on default under any Receivable, Receivable Security a Fund or Related Securities or any other right or remedy accruing a particular Series of a Fund in respect of which such Units are issued, whether capital or surplus or otherwise; to sell, assign, convey, transfer, negotiate, dispose of, pledge, hypothecate, mortgage, charge, grant security interests in or encumber any Trust in relation to any Asset, Support Facility or other Transaction Document and to exercise all customary powers, authorities and discretions following on the exercise of that power, right or remedy where the Trustee considers it is in the interests of the relevant Trust;
(i) (proceedings) to institute, prosecute, defend, settle Fund Property of a Fund for such consideration and compromise legal or administrative proceedings of any nature and generally to enforce and pursue its rights under and in respect of Assets, a Trust or a Transaction Document; Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(j) (waivers) wherever it thinks it expedient or desirable in the interests of any Trust, to give any waiver, time or indulgence to any person on such terms as it may in its discretion determine;
(k) (Euroclear and Cedel) to lodge Notes, or arrange for Notes to be lodged, with Euroclear or Cedel, or a depositary for Euroclear and/or Cedel;
(l) (Notes) subject to this Deed and the other relevant Transaction Documents, to borrow and raise moneys by the issue of Notes as provided in this Deed;
(m) (other borrowings) to borrow, raise moneys or procure financial accommodation where the Trustee considers the same to be in the interests of the relevant Trust on upon such terms and conditions as the Manager thinks fit Trustee in its discretion considers advisable by deeds, trust deeds, assignments, bills of sale, transfers, security agreements and that are acceptable to the Trustee (acting reasonably);
(n) (Transaction Documents) other instruments for any of such purposes; to enter into leases, contracts, obligations and perform its obligations under any Transaction Document containing such terms other agreements for a term extending beyond the term of office of the Trustee or beyond the possible termination of a Fund or for a lesser term; to borrow money or securities (including the borrowing of securities to effect short sales of securities) and conditions to evidence the borrowing by executing and delivering negotiable or non-negotiable instruments; to guarantee, indemnify or act as the Manager thinks fit and that are acceptable surety with respect to the Trustee (acting reasonably);
(o) (insurance) insure any Asset for amountspayment by, or performance of obligations of, a Fund; to enter into other obligations on conditions and for types of insurance determined to be necessary by the Manager;
(p) (attend meetings) attend and vote at meetings in accordance with the written directions behalf of the Manager;
(q) (indemnity) give an indemnity out Funds; and to assign, convey, transfer, negotiate, pledge, hypothecate, mortgage, charge, grant security interests in or encumber any or all of the Fund Property of a Trust in Fund to secure any terms whatsoever to such persons and against such expenses and damages as of the Manager reasonably considers necessary foregoing; provided that the Trustee will not borrow money or desirable and that are acceptable to the Trustee;
(r) (undertakings in Transaction Documents) without limiting the above provisions of this clause 17.2, give any representation, warranty, indemnity securities or other undertaking required incur indebtedness in respect of a Support FacilityFund or give a guarantee on behalf of a Fund unless the loan agreement, promissory note, guarantee or other Transaction Documents, documents to be signed by the sale Trustee or issue of Notes the Manager or other transaction Person to whom the Trustee’s powers are delegated in any way relating connection with such borrowing, indebtedness or guarantee clearly states that the lender or prime broker or other Person to whom a Trust as guarantee is given acknowledges that the Manager thinks fit Trustee and the Unitholders of the Fund will have no liability in respect of such borrowings, indebtedness or guarantee beyond, and that are acceptable the lender or prime broker or other Person to whom a guarantee is given will look solely to the Trustee (acting reasonablyFund Property for satisfaction of any claims of any nature arising in connection with such borrowing, indebtedness or guarantee and that the Fund Property only will be subject to levy or execution; to lend the followingFund Property of a Fund (including money and portfolio securities) even if whether on a secured or unsecured basis; to incur and pay out of the subject matter Fund Property of such representationa Fund any charges, warrantyexpenses or disbursements which are, indemnity in the opinion of the Trustee, necessary or incidental to or desirable for the carrying out of any of the provisions of the Declaration of Trust or the conduct of the affairs of a Fund including, without limitation, taxes or other undertaking may refer to governmental levies, charges and assessments of whatever kind or nature, imposed upon or against the Trustee in its personal capacity connection with the Fund or otherwise the Fund Property or upon or against the Fund Property or any part thereof; to deposit funds of the Funds in banks, trust companies and other depositories, whether or not the deposits are interest-bearing, the same to be subject to withdrawal on such terms and in such manner and by such Persons (including any one or more officers, agents or representatives of a Person) as the Trustee may determine; to possess and exercise all the rights, powers and privileges pertaining to the Trustee's personal affairs provided that any such representation, warranty, indemnity ownership of or undertaking referring to the Trustee interest in its personal capacity or to its personal affairs must be acceptable to the Trustee in its absolute discretion;
(s) (custody) appoint the Custodian in respect of a Trust to undertake custodial duties in accordance with the relevant Custodian Agreement;
(t) (transfer Assets) transfer any of the Assets Fund Property of a Trust Fund, including, without limitation: the right to another Trust vote or to refrain to vote or give any consent, request or notice or waive any notice, either in accordance person or by proxy or power of attorney, with or without power of substitution, given to one or more Persons, which proxies and powers of attorney may be for meetings or action generally or for any particular meeting or action, and may include the relevant Transaction Documents;
(u) (payment direction) where exercise of discretionary power; the right to exercise any conversion privilege, subscription right, warrant or other right or option available in connection with any Fund Property of a person owes an amount Fund at any time held by it and to make any payments incidental thereto; the right to consent, or otherwise participate in or dissent from, the reorganization, consolidation, amalgamation, merger or readjustment of the finances of any Person, any of the securities of which may at any time be held by it or to the Trustee in its capacity as trustee sale, mortgage or lease of the property of any Trustsuch Person; and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, the making of agreements or subscriptions and the payment of expenses, assessments or subscriptions which it may consider necessary or advisable in connection therewith; to engage, appoint, employ or contract with any Persons as employees, agents, representatives, independent contractors or otherwise (including, without limitation, investment advisers, subadvisers, distributors, the Members, custodians, administrators, depositories, registrars, transfer agents, dealers (including Dealers), Designated Brokers, distribution disbursement agents, underwriters, accountants, lawyers, appraisers, brokers or others) of a Fund provided that the Trustee shall engage a Manager to direct that debtor the business, operations and affairs of the Fund and to make that payment assign to another person the Manager all powers, authorities and duties necessary to direct the business, operations and affairs of the Fund including to act as agent for the Fund, execute documents on behalf of the Fund and to make decisions which conform to general policy and general principles set forth herein or established by the Trustee; to grant, assign or delegate any of the powers, authorities and duties of the Trustee (including the powers of granting, assigning or delegating) to any one or more of such Persons without regard to whether such power, authority or duty is normally granted, assigned or delegated by trustees, provided that the Trustee shall grant, assign or delegate to the Manager, the powers, duties and authorities necessary to direct the business, operations and affairs of a Fund as described above; and to pay compensation to such Persons and, to the extent permitted under Securities Legislation, indemnify such Persons against liability out of the Fund Property of a Fund, to such extent as the Trustee may determine; to collect, xxx for and receive all sums of money due to the Funds; to initiate, engage in, intervene in, prosecute, join, defend, compromise, abandon or adjust, by legal proceedings, arbitration or otherwise, any actions, suits, proceedings, disputes, claims, demands or other litigation relating to a Fund, the Fund Property of a Fund or the affairs of a Fund; to enter into agreements therefor, whether or not any suit is commenced or claim accrued or asserted; and, in advance of any controversy, to enter into agreements regarding the arbitration, adjudication or settlement thereof; to renew, modify, release, compromise, extend, consolidate or cancel, in whole or in part, any obligation to or of the Funds; to purchase and pay for, out of the Fund Property of a Fund, insurance contracts and policies insuring the Fund Property against any and all risks and insuring the Funds, the Trustee, including directing payments due in respect the Manager, the Members and the Unitholders or any of Receivables them against any and all claims and liabilities of any nature which may be asserted by any Person arising by reason of any action alleged to be made have been taken or omitted by the Trustee, the Manager, the Members or the Unitholders; to the Servicer;
(v) (currency conversion) convert currencies on such terms and conditions as the Manager thinks fit and that are acceptable to the Trustee acting reasonably;
(w) (stock exchange) list and maintain the listing of the Notes on any stock exchange;
(x) (Note Trustee) appoint a Note Trustee in respect of a relevant Trust;
(y) (Paying Agents) appoint Paying Agents in respect of a relevant Trust; and Master Trust Xxxx Xxxxx Xxxxx & Xxxxxxx --------------------------------------------------------------------------------
(z) (incidental powers) with the written agreement of the Manager (that agreement not to be unreasonablywithheld), to do all such things incidental cause legal title to any of the above Fund Property of a Fund to be held by and in the name of the Trustee or the Manager, or, except as prohibited by law, in the name of a Fund or any other Person, on such terms, in such manner and with such powers as the Trustee may determine and with or without disclosure that the Funds, the Trustee or the Manager are interested therein; to determine conclusively the allocation to capital, income or other appropriate accounts of all receipts, expenses, disbursements and Fund Property of a Fund; to prescribe any instrument provided for or contemplated by the Declaration of Trust; to make, adopt, amend or repeal regulations relating to the affairs of the Funds, the conduct of its affairs and the rights or powers of the Trustee, the Manager, the Members and of the Unitholders not inconsistent with law or with the Declaration of Trust; and to make any decisions, designations, elections, applications or determinations under the Tax Act, under Securities Legislation or otherwise not contrary to the Declaration of Trust which it may determine are necessary or convenient desirable in interpreting, applying or administering the Declaration of Trust or in administering, managing or operating the Funds and any regulations, decisions, designations or determinations so made shall be conclusive and binding upon all Persons affected thereby; to require the signature of any Subscriber or Unitholder on any instrument required to be done for signed by such Person under or in connection with any the Declaration of Trust to be verified or guaranteed by a bank, trust company, self-regulatory organization, broker or other responsible person or otherwise authenticated to the reasonable satisfaction of the Trustee's functions under this Deed; to aid by further investment any corporation, company, trust, association or firm, any obligation of or interest in which is included in the Fund Property of a Fund or in the affairs of which the Trustee has any direct or indirect interest; to do all acts and things designed to protect, preserve, improve or enhance the value of such obligation or interest, and for such purpose to guarantee or become surety on any or all of the contracts, stocks, bonds, notes, debentures and other obligations of any such corporation, company, trust, association or firm; to enter into a plan of distribution and any related agreements whereby a Fund may finance directly or indirectly any activity which is primarily intended to result in the sale of Units; and to do all other such acts and things as are incidental to the foregoing, either alone or in association with others; and to exercise all powers which are necessary or useful to carry on the affairs of a Fund, to promote any of the purposes for which a Fund is formed and to carry out the provisions of the Declaration of Trust.
Appears in 1 contract
Samples: Amending Agreement
