Trustee Duties. (a) The Trustee, as Priority Lien Representative for the Notes, shall enter into the Collateral Trust Agreement to appoint Wilmington Trust, National Association to act as the Priority Collateral Trustee. The Trustee shall not be obligated to take any action (or to direct the Collateral Trustee to take any action) under the Collateral Trust Agreement or any other Security Document for the Notes without the written direction of the Holders and may request the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) with respect to any such actions and, upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes (or the minimum consent for such action required under this Indenture) along with security and indemnity satisfactory to the Trustee and the Collateral Trustee, shall take such actions; provided, that upon the receipt by the Trustee and Collateral Trustee of a written request of the Issuers signed by an Officer (a “Security Document Order”), the Trustee and Collateral Trustee are hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee and without liability to any Person, any Security Document to which it is a party or amendment or supplement thereto to be executed after the Issue Date; provided, further, that neither the Trustee nor the Collateral Trustee shall be required to execute or enter into any such Security Document which, in the Trustee’s or Collateral Trustee’s reasonable opinion is reasonably likely to adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Trustee, as the case may be, or that the Trustee or Collateral Trustee determines is reasonably likely to involve the Trustee or Collateral Trustee in personal liability. Such Security Document Order shall (i) state that it is being delivered to the Trustee and Collateral Trustee pursuant to, and is a Security Document Order referred to in, this Indenture and (ii) instruct the Trustee to execute and enter into (or direct the Collateral Trustee to execute and enter into) such Security Document. Other than as set forth in this Indenture, any such execution of a Security Document shall be at the direction and expense of the Issuers, upon delivery to the Trustee and Collateral Trustee of an Officer’s Certificate...
Trustee Duties. (a) During the term of the Trust (the “Trust Term”), the Trustee shall safeguard, preserve and protect the Company Shares in accordance with this Agreement, and the Trustee shall not sell, transfer or otherwise dispose of the Company Shares or any interest therein, and shall maintain the Company Shares free and clear of all Liens.
(b) The Trustee shall have no discretionary authority hereunder, including voting or disposition of the Company Shares held by the Trust, other than as provided herein, and shall exercise no control over the Company’s management or policies. MSF irrevocably has appointed Xxxxxxx X. Xxxxxxx A., Xxxxxxx Xxxxxxxx M. and Xxxx Brillenbourg C. to act as the exclusive agents, powers of attorney and representatives for and on behalf of MSF and the MSF shareholders in connection with this Trust Agreement (the “MSF Representatives”). The MSF Representatives, or if for any reason there are less than two MSF Representatives, the remaining MSF Representative, or any two of them, may take any action, which MSF is required or permitted to take hereunder, and hold an irrevocable proxy, coupled with an interest, to vote any and all Company Shares at any time after delivery of all Company Shares to the Trust and before the Distribution. Upon and following the Distribution, in the event of any vote or action by Company shareholders at a meeting or otherwise, the Trustee shall vote all Retained Shares, which are entitled to vote on any matter, pro rata in accordance with the votes of the other holders of Class A Stock and Class B Stock, as applicable.
(c) The Trustee shall have no management duties or obligations to manage (other than as specifically provided in this Section 3) the Company Shares or make the Company Shares productive of income or otherwise.
Trustee Duties. (a) For as long as the Issuer is subject to Exchange Act reporting requirements, the Trustee shall notify the Issuer within three (3) Business Days of the related Distribution Date (i) of any legal proceedings pending against the Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate (as contemplated in Item 1119 of Regulation AB) of any of the parties listed on Exhibit C to this Annex, together with a description thereof.
(b) Each of the parties to the Eligible Lender Trust Agreement acknowledges and agrees that the purpose of this Annex is to facilitate compliance by Goal and the Trustee with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance from the Commission, convention or consensus among active participants in the asset-backed securities markets, or otherwise in respect of the requirements of Regulation AB and (c) the parties shall comply with reasonable requests made by Goal or the Trustee for delivery of additional or different information, to the extent such information is available or reasonably attainable, as Goal or the Trustee may determine in good faith is necessary to comply with the provisions of Regulation AB.
Trustee Duties. The powers, duties and responsibilities of the Trustee shall be as set forth in the Trust Agreement and nothing contained in the Plan, either expressly or by implication, shall impose any additional powers, duties or responsibilities upon the Trustee. The Trustee shall make investments in the Trust as directed by the Company, consistent with the provisions of the Plan and the Trust Agreement. The Trustee may hold insurance policies, cash and other liquid investments in such amounts as the Company may deem appropriate.
Trustee Duties. 7.1 In addition to the mandatory and default duties specified below, the Trustees shall:
(a) develop and maintain a working relationship with the Settlor and iwi, and with other community, social, public and affordable housing providers in the Kāpiti Coast District; and
(b) consult with the Settlor on a regular basis to ensure that the Trustees are aware of the Settlor's views and policies relating to community housing, provided that the Trustees shall not be bound to promote any views and/or policies of the Settlor.
7.2 The Trustees must comply with the mandatory duties set out in sections 23 to 27 of the Act as follows:
(a) know the terms of the Trust;
(b) act in accordance with the terms of the Trust;
(c) act honestly and in good faith;
(d) act to further the Charitable Purposes; and
(e) exercise their Trustee powers for a proper purpose.
7.3 The Trustees must comply with the default duties set out in sections 29-36 of the Act, save as to any modification contained in this deed.
7.4 The duties contained in sections 36 (duty of impartiality) and 38 (duty to act unanimously) of the Act are excluded and shall not apply to the Trustees.
Trustee Duties. The Trustee shall discharge its duties under this Plan in a manner consistent with the objectives of this Plan. The Trustee shall not be liable for any loss sustained by the Trust Fund by reason of the purchase, retention, sale or exchange of any investment in good faith and in accordance with the provisions of this Plan. The Trustee shall have no responsibility or liability for any failure of the Company to make contributions to the Trust Fund or to pay vested accrued benefits when due. The Trustee's duties and obligations shall be limited to those expressly imposed upon it under the provisions of this Plan relating to the Trust, and the Trustee shall not have responsibility under the provisions of this Plan relating to the Plan, notwithstanding any reference to the Plan.
Trustee Duties. The Trustee shall manage, invest and reinvest the Trust Fund as provided in Article XII of this Plan. The Trustee shall collect the income on the Trust Fund, and make distributions therefrom, all as hereinafter provided.
Trustee Duties. The duties of the Trustees shall include in addition to the other duties set forth in this Agreement, and subject to the other provisions of this Agreement, the duty: to the Trust;
8.4.1 To immediately ensure the proper custody of all assets contributed
8.4.2 To establish investment policy, to formulate the allocation for the Trust’s assets to comprise an investment portfolio and to review such policy and asset allocation at least annually, making such modifications as the Trustees deem necessary;
8.4.3 To determine allocations of various items (in whole or in part) between Principal and Income and to determine whether or not to make discretionary distributions of Net Income or Principal as provided in this Trust Agreement;
8.4.4 To keep all information regarding the Trust and its assets and affairs confidential; provided, however, trustees may use and disclose Trust information in accordance with this Trust Agreement and with generally applicable confidentiality policies approved from time to time by the Board of Trustees; and
8.4.5 To exercise all other powers necessary to carry this Trust into effect, all of which shall be exercised in a fiduciary capacity as provided by Alaska law and this Agreement.
Trustee Duties. The Trustee shall be responsible for (i) the safekeeping of the funds in the Trust Account and administering the Trust Account in accordance with the provisions of this Trust Agreement, and (ii) for exercising the standard of care with respect to the Trust Funds that a trustee engaged in the banking or trust company industry would observe in such affairs. Trustee shall incur no liability whatsoever (except for its gross negligence, willful misconduct, or breach of this Trust Agreement) so long as it has acted in good faith. The Trustee shall be under no responsibility in respect of the Trust Funds deposited with it, other than to follow the instructions herein contained. The Trustee may consult with counsel of its choice (and the BSP II Owners shall reimburse Trustee for reasonable attorneys’ fees incurred by Trustee in connection therewith) and shall be fully protected in any action taken in good faith pursuant to the Trust Agreement and in accordance with the advice of such counsel. It shall not be required to defend any proceeding which may be instituted against it by any third party with respect to the subject matter of these instructions, unless requested to do so by the BSP II Owners and indemnified against the reasonable and necessary cost and expense of such defense. The Trustee shall not be required to institute legal proceedings of any kind. It shall have no responsibility for the genuineness or validity of any document or other item deposited with it, and it shall be fully protected in relying upon any written notice, demand, certificate, or document which it in good faith believes to be genuine. The Trustee shall also be fully protected by acting in good faith in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper officers or persons from Otter Tail.
Trustee Duties. (a) On the Issue Date, the Trustee, as Pari Passu Lien Debt Representative for the Notes, shall enter into the Collateral Trust Agreement to appoint U.S. Bank National Association to act as the Collateral Agent. The Trustee shall not be obligated to take any action (or to direct the Collateral Agent to take any action) under the Collateral Trust Agreement or any other Security Document for any series of Notes without the written direction of the Holders of a majority in aggregate principal amount of the outstanding Notes of such series (or the minimum consent for such action required under this Indenture) and may request the direction of the Holders of a majority in aggregate principal amount of the outstanding Notes of such series (or the minimum consent for such action required under this Indenture) with respect to any such actions and, upon receipt of the written consent of the Holders of a majority in aggregate principal amount of the outstanding Notes of such series (or the minimum consent for such action required under this Indenture) along with security and indemnity satisfactory to the Trustee and the Collateral Agent, shall take such actions.
