Common use of Trust Provisions Clause in Contracts

Trust Provisions. (a) Any and all amounts required hereunder to be paid to Bank shall be paid to Bank pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Payment Deliverables received by Seller at any time (and any and all Bank Payment Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust, as the property and for the benefit of Bank, the Bank Payment Deliverables and (ii) (A) to immediately turn over and deliver to Bank each Bank Payment Deliverable, in kind, and in the exact form received, no later than one (1) Business Day after receipt thereof, and concurrently, endorse to Bank any instrument or other form of payment payable to Seller, but which is to be paid to Bank under this Agreement, (B) not to release any Bank Payment Deliverable to any other Person without Bank’s prior written consent, and (C) not to negotiate or otherwise seek to convert to cash any Bank Payment Deliverables which are in the form of a check or other form of payment without Bank’s prior written consent. Nothing contained in this Section authorizes or permits payment to Seller or any other Person (other than Bank) of any amounts which are required under this Agreement to be paid directly to Bank. (b) Any and all Bank Document Deliverables required hereunder to be delivered to the Document Custodian shall be delivered to the Document Custodian pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Document Deliverables received by Seller at any time (and any and all Bank Document Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, the Bank Document Deliverables and (ii) (A) to immediately turn over and deliver to the Document Custodian each Bank Document Deliverable no later than one (1) Business Day after receipt thereof (except that Seller may deliver the applicable Bank Document Deliverables to the Document Custodian by such later time, if any, permitted by the express terms of this Agreement) and (B) not to release any Bank Document Deliverable to any Person (other than the Document Custodian). Nothing contained in this Section authorizes or permits the delivery to Seller or any other Person (other than the Document Custodian) of any Bank Document Deliverables which are required under this Agreement to be delivered directly to the Document Custodian. (c) The Mortgage Loan Files for Participated Mortgage Loans (other than any portions thereof which constitute Bank Document Deliverables or which have been delivered to Bank) shall be held in trust by Seller as the property and for the benefit of Bank. Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, such Mortgage Loan Files and (ii) (A) to turn over and deliver to Bank such Mortgage Loan Files no later than one (1) Business Day after Bank’s request and (B) not to release such Mortgage Loan Files to any Person (other than Bank) except as otherwise expressly permitted hereunder.

Trust Provisions. (a) Any The Trustee shall receive any property from the Grantor and all amounts required hereunder to be Contributions paid to Bank it in cash, or in other property acceptable to it, which shall from time to time be transferred to the Trust by the Bank. The Trustee shall also receive property contributed from any other source in cash, or in other property acceptable to Trustee. The Trustee shall be paid accountable for all property and Contributions received, but the Trustee shall have no duty to Bank see that the Contributions received are sufficient to provide for the retirement, disability, death or other benefits provided under the Agreement, nor shall the Trustee be obligated or have any right to enforce or collect any Contribution from the Bank. All property and Contributions so received together with the income therefrom and any other increment thereon shall be held, managed and administered by the Trustee pursuant to the terms and conditions of this Trust. The Trustee shall establish and maintain a separate account, the Account, for Grantor or Beneficiary, to which shall be credited all Contributions by the Bank, pursuant to the establishment of a Retirement Income Trust Fund under the Agreement by and on behalf of Grantor, and all earnings thereon, and from which there shall be deducted all distributions of Benefits, to or on behalf of the Grantor or Beneficiary and any expenses of administering the Trust that may be chargeable against the Account, as permitted herein. The Trustee shall hold, administer and invest Contributions, earnings on such Contributions, and all other sums paid to the Trustee in accordance with the provisions of this Trust. As of the end of each calendar year the Trustee shall determine the fair market value of the Trust investments, after adding any deposits made to the Trust and deducting distributions and any expenses of administration paid out of the Trust during such year. In determining such value, the Trustee shall use such generally accepted methods and basis as the Trustee, in its discretion, shall deem advisable; provided, however, that the Trustee shall be entitled to request, receive and rely conclusively on the value of any insurance policy as set forth in documents or schedules provided to the Trustee by the issuer or Benefits Determiner. All income of the Trust earned during each calendar year shall become principal as of the end of such year. The Bank shall make Contributions to the Trust at the time and in the manner and amount specified in the Agreement. Without limiting The Bank shall notify Grantor, as soon as reasonably practicable, after each Contribution to the foregoingTrust on behalf of the Grantor. The form of such notice shall be by mutual agreement between the Grantor and the Bank. Any and all Contributions, as well as earnings thereon, made on behalf of Grantor shall be deemed to be the sole and exclusive property of the Grantor. After satisfying all liabilities of the Trust, the Grantor may withdraw, either in whole or in part, any and or all Bank Payment Deliverables received amounts contributed on behalf of the Grantor by Seller the Bank, including earnings thereon, at any time and from time to time within thirty (30) days after the date of the most recent Contribution to the Trust, as determined in the sole and any and all Bank Payment Deliverables that are or are deemed to be in or under exclusive discretion of the custody, possession or control of Seller at any time) Grantor. Withdrawal instructions shall be held given to the Trustee in trust by Seller as the property and for the benefit of Bank. In such event, Seller shallwriting, and Seller has a fiduciary duty to Bank, (i) to hold in trust, as signed by the property and for the benefit of Bank, the Bank Payment Deliverables and (ii) (A) to immediately turn over and deliver to Bank each Bank Payment Deliverable, in kind, and in the exact form received, no later than one (1) Business Day after receipt thereof, and concurrently, endorse to Bank any instrument or other form of payment payable to Seller, but which is to be paid to Bank under this Agreement, (B) not to release any Bank Payment Deliverable to any other Person without Bank’s prior written consent, and (C) not to negotiate or otherwise seek to convert to cash any Bank Payment Deliverables which are in the form of a check or other form of payment without Bank’s prior written consentGrantor. Nothing contained in this Section authorizes or permits payment to Seller or any other Person (other than Bank) of any amounts which are required under this Agreement to be paid directly to Bank. (b) Any and all Bank Document Deliverables required hereunder to Such withdrawal instructions must be delivered to the Document Custodian Trustee on or before midnight of the thirtieth (30th) day after the date of each Contribution. A copy of such withdrawal instructions shall be delivered by the Grantor to the Document Custodian pursuant Bank within five (5) days of delivery to the terms and conditions of this AgreementTrustee. Without limiting the foregoing, any and all Bank Document Deliverables received by Seller at any time (and any and all Bank Document Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) All withdrawals shall be held deducted from Contributions on a first in trust first out basis in the event of more than one Contribution within a thirty (30) day period. The lapse of or failure to properly execute the withdrawal right for each separate Contribution shall be final and conclusive with respect to that particular withdrawal right and such withdrawal right or rights shall not be cumulative and shall not be carried forward from year to year. No further claim or right of withdrawal exists in favor of Grantor or any person, except those claims as set forth and specified by Seller as the property terms of the Agreement and for this Trust relating to Benefits. Exercise of such withdrawal rights shall terminate the benefit of Bank’s obligation to make future Contributions to the Trust. In such event, Seller shall, and Seller has a fiduciary duty To the extent the Grantor does not exercise his withdrawal rights with respect to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of BankContributions, the Bank Document Deliverables and (ii) (A) to immediately turn over and deliver to the Document Custodian each Bank Document Deliverable no later than one (1) Business Day after receipt thereof (except that Seller may deliver the applicable Bank Document Deliverables to the Document Custodian by such later timeContributions, if anyas well as earnings thereon, permitted shall be used by the express terms of this Agreement) and (B) not to release any Bank Document Deliverable to any Person (other than the Document Custodian). Nothing contained in this Section authorizes or permits the delivery to Seller or any other Person (other than the Document Custodian) of any Bank Document Deliverables which are required under this Agreement to be delivered directly to the Document Custodian. (c) The Mortgage Loan Files for Participated Mortgage Loans (other than any portions thereof which constitute Bank Document Deliverables or which have been delivered to Bank) shall be held in trust by Seller as the property and for the benefit of Bank. Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, such Mortgage Loan Files and (ii) (A) to turn over and deliver to Bank such Mortgage Loan Files no later than one (1) Business Day after Bank’s request and (B) not to release such Mortgage Loan Files to any Person (other than Bank) except as otherwise expressly permitted hereunder.Trustee:

Trust Provisions. ​ (a) Any and all amounts required hereunder to be paid to Bank shall be paid to Bank pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Payment Deliverables received by Seller at any time (and any and all Bank Payment Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust, as the property and for the benefit of Bank, the Bank Payment Deliverables and (ii) (A) to immediately turn over and deliver to Bank each Bank Payment Deliverable, in kind, and in the exact form received, no later than one one (1) Business Day after receipt thereof, and concurrently, endorse to Bank any instrument or other form of payment payable to Seller, but which is to be paid to Bank under this Agreement, (B) not to release any Bank Payment Deliverable to any other Person without Bank’s 's prior written consent, and (C) not to negotiate or otherwise seek to convert to cash any Bank Payment Deliverables which are in the form of a check or other form of payment without Bank’s 's prior written consent. Nothing contained in this Section authorizes or permits payment to Seller or any other Person (other than Bank) of any amounts which are required under this Agreement to be paid directly to Bank.. ​ (b) Any and all Bank Document Deliverables required hereunder to be delivered to the Document Custodian shall be delivered to the Document Custodian pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Document Deliverables received by Seller at any time (and any and all Bank Document Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be ​ ​ held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, the Bank Document Deliverables and (ii) (A) to immediately turn over and deliver to the Document Custodian each Bank Document Deliverable no later than one (1) Business Day after receipt thereof (except that Seller may deliver the applicable Bank Document Deliverables to the Document Custodian by such later time, if any, permitted by the express terms of this Agreement) and (B) not to release any Bank Document Deliverable to any Person (other than the Document Custodian). Nothing contained in this Section authorizes or permits the delivery to Seller or any other Person (other than the Document Custodian) of any Bank Document Deliverables which are required under this Agreement to be delivered directly to the Document Custodian.. ​ (c) The Mortgage Loan Files for Participated Mortgage Loans (other than any portions thereof which constitute Bank Document Deliverables or which have been delivered to Bank) shall be held in trust by Seller as the property and for the benefit of Bank. Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, such Mortgage Loan Files and (ii) (A) to turn over and deliver to Bank such Mortgage Loan Files no later than one (1) Business Day after Bank’s 's request and (B) not to release such Mortgage Loan Files to any Person (other than Bank) except as otherwise expressly permitted hereunder.. ​

Trust Provisions. (a) Any and all amounts required hereunder to be paid to Bank shall be paid to Bank pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Payment Deliverables received by Seller at any time (and any and all Bank Payment Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust, as the property and for the benefit of Bank, the Bank Payment Deliverables and (ii) (A) to immediately turn over and deliver to Bank each Bank Payment Deliverable, in kind, and in the exact form received, no later than one (1) Business Day after receipt thereof, and concurrently, endorse to Bank any instrument or other form of payment payable to Seller, but which is to be paid to Bank under this Agreement, (B) not to release any Bank Payment Deliverable to any other Person without Bank’s prior written consent, and (C) not to negotiate or otherwise seek to convert to cash any Bank Payment Page 28 Mortgage Warehouse Agreement Version: 2015-11 HAL2016-4 Deliverables which are in the form of a check or other form of payment without Bank’s prior written consent. Nothing contained in this Section authorizes or permits payment to Seller or any other Person (other than Bank) of any amounts which are required under this Agreement to be paid directly to Bank. (b) Any and all Bank Document Deliverables required hereunder to be delivered to the Document Custodian shall be delivered to the Document Custodian pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Document Deliverables received by Seller at any time (and any and all Bank Document Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, the Bank Document Deliverables and (ii) (A) to immediately turn over and deliver to the Document Custodian each Bank Document Deliverable no later than one (1) Business Day after receipt thereof (except that Seller may deliver the applicable Bank Document Deliverables to the Document Custodian by such later time, if any, permitted by the express terms of this Agreement) and (B) not to release any Bank Document Deliverable to any Person (other than the Document Custodian). Nothing contained in this Section authorizes or permits the delivery to Seller or any other Person (other than the Document Custodian) of any Bank Document Deliverables which are required under this Agreement to be delivered directly to the Document Custodian. (c) The Mortgage Loan Files for Participated Mortgage Loans (other than any portions thereof which constitute Bank Document Deliverables or which have been delivered to Bank) shall be held in trust by Seller as the property and for the benefit of Bank. Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, such Mortgage Loan Files and (ii) (A) to turn over and deliver to Bank such Mortgage Loan Files no later than one (1) Business Day after Bank’s request and (B) not to release such Mortgage Loan Files to any Person (other than Bank) except as otherwise expressly permitted hereunder.

Trust Provisions. (a) Any and all amounts required hereunder to be paid to Bank shall be paid to Bank pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Payment Deliverables received by Seller at any time (and any and all Bank Payment Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust, as the property and for the benefit of Bank, the Bank Payment Deliverables and (ii) (A) to immediately turn over and deliver to Bank each Bank Payment Deliverable, in kind, and in the exact form received, no later than one two (12) Business Day Days after receipt thereof, and concurrently, endorse to Bank any instrument or other form of payment payable to Seller, but which is to be paid to Bank under this Agreement, (B) not to release any Bank Payment Deliverable to any other Person without Bank’s prior written consent, and (C) not to negotiate or otherwise seek to convert to cash any Bank Payment Deliverables which are in the form of a check or other form of payment without Bank’s prior written consent. Nothing contained in this Section authorizes or permits payment to Seller or any other Person (other than Bank) of any amounts which are required under this Agreement to be paid directly to Bank. (b) Any and all Bank Document Deliverables required hereunder to be delivered to the Document Custodian shall be delivered to the Document Custodian pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Document Deliverables received by Seller at any time (and any and all Bank Document Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, the Bank Document Deliverables and (ii) (A) to immediately turn over and deliver to the Document Custodian each Bank Document Deliverable no later than one two (12) Business Day after receipt thereof (except that Seller may deliver the applicable Bank Document Deliverables to the Document Custodian by such later time, if any, permitted by the express terms of this Agreement) and (B) not to release any Bank Document Deliverable to any Person (other than the Document Custodian). Nothing contained in this Section authorizes or permits the delivery to Seller or any other Person (other than the Document Custodian) of any Bank Document Deliverables which are required under this Agreement to be delivered directly to the Document Custodian. (c) The Mortgage Loan Files for Participated Mortgage Loans (other than any portions thereof which constitute Bank Document Deliverables or which have been are required to be delivered to Bankthe Document Custodian) shall be held in trust by Seller as the property and for the benefit of Bank. Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, such Mortgage Loan Files (other than any portions thereof which constitute Bank Document Deliverables, which are required to be delivered to the Document Custodian) and (ii) (A) to turn over and deliver to Bank such Mortgage Loan Files no later (other than one (1any portions thereof which constitute Bank Document Deliverables, which are required to be delivered to the Document Custodian) Business Day within a reasonable amount of time after Bank’s request and (B) not to release such Mortgage Loan Files (other than any portions thereof which constitute Bank Document Deliverables, which are required to be delivered to the Document Custodian) to any Person (other than Bank) except as otherwise expressly permitted or required hereunder.

Trust Provisions. (a) Any and all amounts required hereunder to be paid to Bank shall be paid to Bank pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Payment Deliverables received by Seller at any time (and any and all Bank Payment Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust, as the property and for the benefit of Bank, the Bank Payment Deliverables and (ii) (A) to immediately turn over and deliver to Bank each Bank Payment Deliverable, in kind, and in the exact form received, no later than one (1) Business Day after receipt thereof, and concurrently, endorse to Bank any instrument or other form of payment payable to Seller, but which is to be paid to Bank under this Agreement, (B) not to release any Bank Payment Deliverable to any other Person without Bank’s 's prior written consent, and (C) not to negotiate or otherwise seek to convert to cash any Bank Payment Deliverables which are in the form of a check or other form of payment without Bank’s 's prior written consent. Nothing contained in this Section authorizes or permits payment to Seller or any other Person (other than Bank) of any amounts which are required under this Agreement to be paid directly to Bank. (b) Any and all Bank Document Deliverables required hereunder to be delivered to the Document Custodian shall be delivered to the Document Custodian pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Document Deliverables received by Seller at any time (and any and all Bank Document Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, the Bank Document Deliverables and (ii) (A) to immediately turn over and deliver to the Document Custodian each Bank Document Deliverable no later than one (1) Business Day after receipt thereof (except that Seller may deliver the applicable Bank Document Deliverables to the Document Custodian by such later time, if any, permitted by the express terms of this Agreement) and (B) not to release any Bank Document Deliverable to any Person (other than the Document Custodian). Nothing contained in this Section authorizes or permits the delivery to Seller or any other Person (other than the Document Custodian) of any Bank Document Deliverables which are required under this Agreement to be delivered directly to the Document Custodian. (c) The Mortgage Loan Files for Participated Mortgage Loans (other than any portions thereof which constitute Bank Document Deliverables or which have been delivered to Bank) shall be held in trust by Seller as the property and for the benefit of Bank. Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, such Mortgage Loan Files and (ii) (A) to turn over and deliver to Bank such Mortgage Loan Files no later than one (1) Business Day after Bank’s 's request and (B) not to release such Mortgage Loan Files to any Person (other than Bank) except as otherwise expressly permitted hereunder.

Trust Provisions. (a) Any and all amounts required hereunder to be paid to Bank shall be paid to Bank pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Payment Deliverables received by Seller at any time (and any and all Bank Payment Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, shall (i) to hold i)hold in trust, as the property and for the benefit of Bank, the Bank Payment Deliverables and (ii) (A) to immediately A)immediately turn over and deliver to Bank each Bank Payment Deliverable, in kind, and in the exact form received, no later than three (3) Business Days after receipt thereof (or, if an Event of Default has occurred and is continuing, no later than one (1) Business Day after receipt thereof), and concurrently, endorse to Bank any instrument or other form of payment payable to Seller, but which is to be paid to Bank under this Agreement, and (B) not to release any Bank Payment Deliverable to any other Person without Bank’s prior written consent, and (C) not to negotiate or otherwise seek to convert to cash any Bank Payment Deliverables which are in the form of a check or other form of payment without Bank’s prior written consent. Nothing contained in this Section authorizes or permits payment to Seller or any other Person (other than Bank) of any amounts which are required under this Agreement to be paid directly to Bank. (b) Any and all Bank Document Deliverables required hereunder to be delivered to the Document Custodian shall be delivered to the Document Custodian pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Document Deliverables received by Seller at any time (and any and all Bank Document Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, shall (i) to hold i)hold in trust for Bank, and as the property and for the benefit of Bank, the Bank Document Deliverables and (ii) (A) to immediately A)immediately turn over and deliver to the Document Custodian each Bank Document Deliverable no later than three (3) Business Days after receipt thereof (or, if an Event of Default has occurred and is continuing, no later than one (1) Business Day after receipt thereof thereof) (except that Seller may deliver the applicable Bank Document Deliverables to the Document Custodian by such later time, if any, permitted by the express terms of this Agreement or the Custodial Agreement) and (B) not to release any Bank Document Deliverable to any Person (other than the Document Custodian). Nothing contained in this Section authorizes or permits the delivery to Seller or any other Person (other than the Document Custodian) of any Bank Document Deliverables which are required under this Agreement and the Custodial Agreement to be delivered directly to the Document Custodian. (c) The Mortgage Loan Files for Participated Mortgage Loans (other than any portions thereof which constitute Bank Document Deliverables or which have been delivered to Bank) shall be held in trust by Seller as the property and for the benefit of Bank. Seller shall, and Seller has a fiduciary duty to Bank, shall (i) to hold in trust for Bank, and as the property and for the benefit of Bank, such Mortgage Loan Files and (ii) (A) to upon the occurrence and during the continuance of an Event of Default, turn over and deliver to Bank such Mortgage Loan Files no later than one three (13) Business Day Days after Bank’s request request, and (B) not to release such Mortgage Loan Files to any Person (other than Bank) except as otherwise expressly permitted hereunder.

Trust Provisions. (a) Any The Trustee shall receive any property from the Grantor and all amounts required hereunder to be Contributions paid to Bank it in cash, or in other property acceptable to it, which shall from time to time be transferred to the Trust by the Bank. The Trustee shall also receive property contributed from any other source in cash, or in other property acceptable to Trustee. The Trustee shall be paid accountable for all property and Contributions received, but the Trustee shall have no duty to Bank see that the Contributions received are sufficient to provide for the retirement, disability, death or other benefits provided under the Agreement, nor shall the Trustee be obligated or have any right to enforce or collect any Contribution from the Bank. All property and Contributions so received together with the income therefrom and any other increment thereon shall be held, managed and administered by the Trustee pursuant to the terms and conditions of this Trust. The Trustee shall establish and maintain a separate account, the Account, for Grantor or Beneficiary, to which shall be credited all Contributions by the Bank, pursuant to the establishment of a Retirement Income Trust Fund under the Agreement by and on behalf of Grantor, and all earnings thereon, and from which there shall be deducted all distributions of Benefits, to or on behalf of the Grantor or Beneficiary and any expenses of administering the Trust that may be chargeable against the Account, as permitted herein. The Trustee shall hold, administer and invest Contributions, earnings on such Contributions, and all other sums paid to the Trustee in accordance with the provisions of this Trust. As of the end of each calendar year the Trustee shall determine the fair market value of the Trust investments, after adding any deposits made to the Trust and deducting distributions and any expenses of administration paid out of the Trust during such year. In determining such value, the Trustee shall use such generally accepted methods and basis as the Trustee, in its discretion, shall deem advisable; provided, however, that the Trustee shall be entitled to request, receive and rely conclusively on the value of any insurance policy as set forth in documents or schedules provided to the Trustee by the issuer or Benefits Determiner. All income of the Trust earned during each calendar year shall become principal as of the end of such year. The Bank shall make Contributions to the Trust at the time and in the manner and amount specified in the Agreement. Without limiting The Bank shall notify Grantor, as soon as reasonably practicable, after each Contribution to the foregoingTrust on behalf of the Grantor. The form of such notice shall be by mutual agreement between the Grantor and the Bank. Any and all Contributions, as well as earnings thereon, made on behalf of Grantor shall be deemed to be the sole and exclusive property of the Grantor. After satisfying all liabilities of the Trust, the Grantor may withdraw, either in whole or in part, any and or all Bank Payment Deliverables received amounts contributed on behalf of the Grantor by Seller the Bank, including earnings thereon, at any time and from time to time within thirty (30) days after the date of the most recent Contribution to the Trust, as determined in the sole and any and all Bank Payment Deliverables that are or are deemed to be in or under exclusive discretion of the custody, possession or control of Seller at any time) Grantor. Withdrawal instructions shall be held given to the Trustee in trust by Seller as the property and for the benefit of Bank. In such event, Seller shallwriting, and Seller has signed by the Grantor. Such withdrawal instructions must be delivered to the Trustee on or before midnight of the thirtieth (30th) day after the date of each Contribution. A copy of such withdrawal instructions shall be delivered by the Grantor to the Bank within five (5) days of delivery to the Trustee. All withdrawals shall be deducted from Contributions on a fiduciary duty first in first out basis in the event of more than one Contribution within a thirty (30) day period. The lapse of or failure to properly execute the withdrawal right for each separate Contribution shall be final and conclusive with respect to that particular withdrawal right and such withdrawal right or rights shall not be cumulative and shall not be carried forward from year to year. No further claim or right of withdrawal exists in favor of Grantor or any person, except those claims as set forth and specified by the terms of the Agreement and this Trust relating to Benefits. Exercise of such withdrawal rights shall terminate the Bank’s obligation to make future Contributions to the Trust. To the extent the Grantor does not exercise his withdrawal rights with respect to the Contributions, the Contributions, as well as earnings thereon, shall be used by the Trustee: (i) to hold provide the applicable portion of the retirement benefit or disability benefit payable to the Grantor pursuant to the Agreement and the Trust, as calculated by the Benefits Determiner, referred to in trustArticle VII, (ii) to provide the applicable portion of the pre-retirement death benefit payable to the Beneficiary of the Grantor pursuant to the Agreement and the Trust, as calculated by the Benefits Determiner, referred to in Article VII, (iii) to provide the Grantor with sufficient funds to pay any income taxes owed by Grantor as certified by the Grantor to the Trustee in writing, as the property result of Grantor’s interest in the Trust, to the extent such taxes have not been withheld and paid by the Bank, (iv) for the benefit of Bankreasonable compensation of, and reasonable expenses incurred by, the Trustee in connection with the administration of the Trust, pursuant to the terms of the Trust, to the extent such compensation and expenses are not paid directly by the Bank. The Bank Payment Deliverables may, from time to time, make additional contributions to the Trust in such amount as shall be required to compensate the Trustee as well as any actuarial firm employed to provide actuarial services to the Bank and/or the Trustee; provided, however, that the Trustee shall have the authority to pay the reasonable compensation and expenses set forth in this subsection (iiiv) (A) whether or not such additional contributions are made by the Bank; and provided further, that the Trustee shall not be required to immediately turn over and deliver pay any such actuarial expenses unless directed to do so by the Bank each Bank Payment Deliverableand/or the Grantor. Grantor shall have the right to specifically direct the Trustee as to all Trust investments, in kind, and including those funds segregated in the exact form receivedAccount, no later than one (1) Business Day after receipt thereof, as described below. Such investment direction and concurrently, endorse to Bank any instrument or other form of payment payable to Seller, but which is to be paid to Bank under this Agreement, (B) not to release any Bank Payment Deliverable to any other Person without Bank’s prior written consent, and (C) not to negotiate or otherwise seek to convert to cash any Bank Payment Deliverables which are in the form of a check or other form of payment without Bank’s prior written consent. Nothing contained in this Section authorizes or permits payment to Seller or any other Person (other than Bank) of any amounts which are required under this Agreement to be paid directly to Bank. (b) Any and all Bank Document Deliverables required hereunder to be delivered to the Document Custodian instruction shall be delivered to the Document Custodian Trustee in writing by the Grantor. In the absence of specific instruction, Trustee shall invest and reinvest the Trust estate pursuant to the terms and conditions hereunder. All amounts contributed by the Bank on behalf of this Agreementthe Grantor are intended to be taxable compensation to Grantor. Without limiting All earnings on the foregoingContributions, any and all Bank Document Deliverables received by Seller to the extent Contributions are invested in taxable investments, are intended to be taxable to the Grantor in accordance with. the grantor trust rules under the Internal Revenue Code of 1986, Sections 671-679. No part of the Trust corpus is intended at any time or under any circumstances to revert to the Bank. The Trustee shall reimburse Grantor, as such reimbursement(s) is (are) needed by Grantor, for any additional taxes owed by Grantor, except for taxes withheld and any paid by the Bank, by virtue of his being Grantor and all a beneficiary of this Trust, as a result of the Bank Document Deliverables that are or are deemed Contributions to the Trust and annual investment earnings on the Bank Contributions to the Trust. The total amount to be in or under the custody, possession or control of Seller at reimbursed with respect to any time) particular tax year shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, determined by: (i) adding taxable Contributions (if any) and taxable earnings of the Trust attributable to hold in trust the Retirement Income Trust Fund for Bank, and as the property and for the benefit of Bank, the Bank Document Deliverables a given tax year and (ii) multiplying by the Grantor’s combined marginal tax rate (Awhich shall reflect all applicable income and employment taxes) to immediately turn over and deliver for such tax year. Any amendment or amendments that are or may be made to the Document Custodian each Bank Document Deliverable no later than one (1) Business Day after receipt thereof (except that Seller may deliver Agreement shall not increase the applicable Bank Document Deliverables to the Document Custodian by such later time, if any, permitted by Trustee’s duties hereunder without the express terms written consent of this Agreement) and (B) not to release any Bank Document Deliverable to any Person (other than the Document Custodian). Nothing contained in this Section authorizes or permits the delivery to Seller or any other Person (other than the Document Custodian) of any Bank Document Deliverables which are required under this Agreement to be delivered directly to the Document CustodianTrustee. (c) The Mortgage Loan Files for Participated Mortgage Loans (other than any portions thereof which constitute Bank Document Deliverables or which have been delivered to Bank) shall be held in trust by Seller as the property and for the benefit of Bank. Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, such Mortgage Loan Files and (ii) (A) to turn over and deliver to Bank such Mortgage Loan Files no later than one (1) Business Day after Bank’s request and (B) not to release such Mortgage Loan Files to any Person (other than Bank) except as otherwise expressly permitted hereunder.

Trust Provisions. (a) Any and all amounts required hereunder to be paid to Bank shall be paid to Bank pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Payment Deliverables received by Seller at any time (and any and all Bank Payment Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, shall (i) to hold in trust, as the property and for the benefit of Bank, the Bank Payment Deliverables and (ii) (A) to immediately turn over and deliver to Bank each Bank Payment Deliverable, in kind, and in the exact form received, no later than one (1) Business Day [***] after receipt thereof, and concurrently, endorse to Bank any instrument or other form of payment payable to Seller, but which is to be paid to Bank under this Agreement, (B) not to release any Bank Payment Deliverable to any other Person without Bank’s prior written consent, and (C) not to negotiate or otherwise seek to convert to cash any Bank Payment Deliverables which are in the form of a check or other form of payment without Bank’s prior written consent. Nothing contained in this Section authorizes or permits payment to Seller or any other Person (other than Bank) of any amounts which are required under this Agreement to be paid directly to Bank. (b) Any and all Bank Document Deliverables required hereunder to be delivered to the Document Custodian shall be delivered to the Document Custodian pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all Bank Document Deliverables received by Seller at any time (and any and all Bank Document Deliverables that are or are deemed to be in or under the custody, possession or control of Seller at any time) shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, shall (i) to hold in trust for Bank, and as the property and for the benefit of Bank, the Bank Document Deliverables and (ii) (A) to immediately turn over and deliver to the Document Custodian each Bank Document Deliverable no later than one (1) Business Day [***] after receipt thereof (except that Seller may deliver the applicable Bank Document Deliverables to the Document Custodian by such later time, if any, permitted by the express terms of this Agreement) and (B) not to release any Bank Document Deliverable to any Person (other than the Document Custodian)) without the Bank’s prior consent. Nothing contained in this Section authorizes or permits the delivery to Seller or any other Person (other than the Document Custodian) of any Bank Document Deliverables which are required under this Agreement to be delivered directly to the Document Custodian. (c) The Mortgage Loan Files for Participated Mortgage Loans (other than any portions thereof which constitute Bank Document Deliverables or which have been delivered to Bank) shall be held in trust by Seller as the property and for the benefit of Bank. Seller shall, and Seller has a fiduciary duty to Bank, shall (i) to hold in trust for Bank, and as the property and for the benefit of Bank, such Mortgage Loan Files and (ii) (A) to turn over and deliver to Bank such Mortgage Loan Files no later than one (1) Business Day [***] after Bank’s request (except that Seller may deliver the applicable Mortgage Loan Files by such later time, if any, permitted by the express terms of this Agreement) and (B) not to release such Mortgage Loan Files to any Person (other than BankBank or, as applicable, Custodian) except as otherwise expressly permitted hereunder.

Trust Provisions. (a) Any The Trustee shall receive any property from the Grantor and all amounts required hereunder to be Contributions paid to Bank it in cash, or in other property acceptable to it, which shall from time to time be transferred to the Trust by the Bank. The Trustee shall also receive property contributed from any other source in cash, or in other property acceptable to Trustee. The Trustee shall be paid accountable for all property and Contributions received, but the Trustee shall have no duty to Bank see that the Contributions received are sufficient to provide for the retirement, disability, death or other benefits provided under the Agreement, nor shall the Trustee be obligated or have any right to enforce or collect any Contribution from the Bank. All property and Contributions so received together with the income therefrom and any other increment thereon shall be held, managed and administered by the Trustee pursuant to the terms and conditions of this Trust. The Trustee shall establish and maintain a separate account, the Account, for Grantor or Beneficiary, to which shall be credited all Contributions by the Bank, pursuant to the establishment of a Retirement Income Trust Fund under the Agreement by and on behalf of Grantor, and all earnings thereon, and from which there shall be deducted all distributions of Benefits, to or on behalf of the Grantor or Beneficiary and any expenses of administering the Trust that may be chargeable against the Account, as permitted herein. The Trustee shall hold, administer and invest Contributions, earnings on such Contributions, and all other sums paid to the Trustee in accordance with the provisions of this Trust. As of the end of each calendar year the Trustee shall determine the fair market value of the Trust investments, after adding any deposits made to the Trust and deducting distributions and any expenses of administration paid out of the Trust during such year. In determining such value, the Trustee shall use such generally accepted methods and basis as the Trustee, in its discretion, shall deem advisable; provided, however, that the Trustee shall be entitled to request, receive and rely conclusively on the value of any insurance policy as set forth in documents or schedules provided to the Trustee by the issuer or Benefits Determiner. All income of the Trust earned during each calendar year shall become principal as of the end of such year. The Bank shall make Contributions to the Trust at the time and in the manner and amount specified in the Agreement. Without limiting The Bank shall notify Grantor, as soon as reasonably practicable, after each Contribution to the foregoingTrust on behalf of the Grantor. The form of such notice shall be by mutual agreement between the Grantor and the Bank. Any and all Contributions, as well as earnings thereon, made on behalf of Grantor shall be deemed to be the sole and exclusive property of the Grantor. After satisfying all liabilities of the Trust, the Grantor may withdraw, either in whole or in part, any and or all Bank Payment Deliverables received amounts contributed on behalf of the Grantor by Seller the Bank, including earnings thereon, at any time and from time to time within thirty (30) days after the date of the most recent Contribution to the Trust, as determined in the sole and any and all Bank Payment Deliverables that are or are deemed to be in or under exclusive discretion of the custody, possession or control of Seller at any time) Grantor. Withdrawal instructions shall be held given to the Trustee in trust by Seller as the property and for the benefit of Bank. In such event, Seller shallwriting, and Seller has signed by the Grantor. Such withdrawal instructions must be delivered to the Trustee on or before midnight of the thirtieth (30th) day after the date of each Contribution. A copy of such withdrawal instructions shall be delivered by the Grantor to the Bank within five (5) days of delivery to the Trustee. All withdrawals shall be deducted from Contributions on a fiduciary duty first in first out basis in the event of more than one Contribution within a thirty (30) day period. The lapse of or failure to properly execute the withdrawal right for each separate Contribution shall be final and conclusive with respect to that particular withdrawal right and such withdrawal right or rights shall not be cumulative and shall not be carried forward from year to year. No further claim or right of withdrawal exists in favor of Grantor or any person, except those claims as set forth and specified by the terms of the Agreement and this Trust relating to Benefits. Exercise of such withdrawal rights shall terminate the Bank=s obligation to make future Contributions to the Trust. To the extent the Grantor does not exercise his withdrawal rights with respect to the Contributions, the Contributions, as well as earnings thereon, shall be used by the Trustee: (i) to hold provide the applicable portion of the retirement benefit or disability benefit payable to the Grantor pursuant to the Agreement and the Trust, as calculated by the Benefits Determiner, referred to in trustArticle VII, (ii) to provide the applicable portion of the pre-retirement death benefit payable to the Beneficiary of the Grantor pursuant to the Agreement and the Trust, as calculated by the Benefits Determiner, referred to in Article VII, (iii) to provide the Grantor with sufficient funds to pay any income taxes owed by Grantor as certified by the Grantor to the Trustee in writing, as the property result of Grantor=s interest in the Trust, to the extent such taxes have not been withheld and paid by the Bank, (iv) for the benefit of Bankreasonable compensation of, and reasonable expenses incurred by, the Trustee in connection with the administration of the Trust, pursuant to the terms of the Trust, to the extent such compensation and expenses are not paid directly by the Bank. The Bank Payment Deliverables may, from time to time, make additional contributions to the Trust in such amount as shall be required to compensate the Trustee as well as any actuarial firm employed to provide actuarial services to the Bank and/or the Trustee; provided, however, that the Trustee shall have the authority to pay the reasonable compensation and expenses set forth in this subsection (iiiv) (A) whether or not such additional contributions are made by the Bank; and provided further, that the Trustee shall not be required to immediately turn over and deliver pay any such actuarial expenses unless directed to do so by the Bank each Bank Payment Deliverableand/or the Grantor. Grantor shall have the right to specifically direct the Trustee as to all Trust investments, in kind, and including those funds segregated in the exact form receivedAccount, no later than one (1) Business Day after receipt thereof, as described below. Such investment direction and concurrently, endorse to Bank any instrument or other form of payment payable to Seller, but which is to be paid to Bank under this Agreement, (B) not to release any Bank Payment Deliverable to any other Person without Bank’s prior written consent, and (C) not to negotiate or otherwise seek to convert to cash any Bank Payment Deliverables which are in the form of a check or other form of payment without Bank’s prior written consent. Nothing contained in this Section authorizes or permits payment to Seller or any other Person (other than Bank) of any amounts which are required under this Agreement to be paid directly to Bank. (b) Any and all Bank Document Deliverables required hereunder to be delivered to the Document Custodian instruction shall be delivered to the Document Custodian Trustee in writing by the Grantor. In the absence of specific instruction, Trustee shall invest and reinvest the Trust estate pursuant to the terms and conditions hereunder. All amounts contributed by the Bank on behalf of this Agreementthe Grantor are intended to be taxable compensation to Grantor. Without limiting All earnings on the foregoingContributions, any and all Bank Document Deliverables received by Seller to the extent Contributions are invested in taxable investments, are intended to be taxable to the Grantor in accordance with the grantor trust rules under the Internal Revenue Code of 1986, Sections 671-679. No part of the Trust corpus is intended at any time or under any circumstances to revert to the Bank. The Trustee shall reimburse Grantor, as such reimbursement(s) is (are) needed by Grantor, for any additional taxes owed by Grantor, except for taxes withheld and any paid by the Bank, by virtue of his being Grantor and all a beneficiary of this Trust, as a result of the Bank Document Deliverables that are or are deemed Contributions to the Trust and annual investment earnings on the Bank Contributions to the Trust. The total amount to be in or under the custody, possession or control of Seller at reimbursed with respect to any time) particular tax year shall be held in trust by Seller as the property and for the benefit of Bank. In such event, Seller shall, and Seller has a fiduciary duty to Bank, determined by: (i) adding taxable Contributions (if any) and taxable earnings of the Trust attributable to hold in trust the Retirement Income Trust Fund for Bank, and as the property and for the benefit of Bank, the Bank Document Deliverables a given tax year and (ii) multiplying by the Grantor=s combined marginal tax rate (Awhich shall reflect all applicable income and employment taxes) to immediately turn over and deliver for such tax year. Any amendment or amendments that are or may be made to the Document Custodian each Bank Document Deliverable no later than one (1) Business Day after receipt thereof (except that Seller may deliver Agreement shall not increase the applicable Bank Document Deliverables to the Document Custodian by such later time, if any, permitted by Trustee=s duties hereunder without the express terms written consent of this Agreement) and (B) not to release any Bank Document Deliverable to any Person (other than the Document Custodian). Nothing contained in this Section authorizes or permits the delivery to Seller or any other Person (other than the Document Custodian) of any Bank Document Deliverables which are required under this Agreement to be delivered directly to the Document CustodianTrustee. (c) The Mortgage Loan Files for Participated Mortgage Loans (other than any portions thereof which constitute Bank Document Deliverables or which have been delivered to Bank) shall be held in trust by Seller as the property and for the benefit of Bank. Seller shall, and Seller has a fiduciary duty to Bank, (i) to hold in trust for Bank, and as the property and for the benefit of Bank, such Mortgage Loan Files and (ii) (A) to turn over and deliver to Bank such Mortgage Loan Files no later than one (1) Business Day after Bank’s request and (B) not to release such Mortgage Loan Files to any Person (other than Bank) except as otherwise expressly permitted hereunder.