Trustee's Duties. (a) The Trustee (i) undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee and (ii) in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished pursuant to and conforming to the requirements of this Agreement. (b) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this subsection shall not be construed to limit the effect of subsection (a) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Secured Party or the Pledgors or relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement, provided, that, any such action taken or omission taken is consistent with the terms of this Agreement. Additionally, the Trustee is permitted to rely and shall be protected in acting or refraining from acting upon any certificates, statement, instrument opinion, report, request, direction, consent, order, bond, note, notices, or other paper or document delivered hereunder believed by it to be genuine and to have been signed or presented by the proper party or parties. (c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. (d) No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (e) The Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Agreement, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct, in connection with any action so taken. (f) The Pledgors agree to indemnify the Trustee, and its officers, directors, employees and agents and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable legal fees and expenses), that may be imposed on, incurred by or asserted against the Trustee in any way relating to or arising out of this Agreement or any action taken by the Trustee pursuant to this Agreement, unless such liabilities, obligations, losses, expenses, legal fees or disbursements were imposed on, incurred by, or asserted against the Trustee as a result of the Trustee's own
Appears in 1 contract
Sources: Securitization Access Agreement (Mca Financial Corp /Mi/)
Trustee's Duties. (Each Trustee is hereby advised and acknowledges that his/her duties as Trustee of the Onion Lake Education Trust include, without limitation, duties as follows:
a) The Trustee (i) undertakes to perform such duties that he/she holds a position of trust and only such duties as are specifically set forth in this Agreementmust act honestly, and no implied covenants or obligations shall be read into this Agreement against the Trustee and (ii) in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished pursuant to and conforming to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(i) this subsection shall not be construed to limit the effect of subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by an authorized officer and in the best interests of the Trust;
b) that he/she owes a duty of loyalty to the Trust and has a duty to uphold the integrity of the Trust;
c) that he/she owes a duty in support of the Trust to exercise that degree of skill and diligence that reasonably can be expected from someone of his/her knowledge and experience;
d) that he/she has a duty of care to ensure the validity of his/her appointment as Trustee and a duty of care to be informed about the state of the business and affairs of the Trust and a duty to ensure that the Trust is properly managed and administered and that the Trust Fund and its assets are suitably cared for;
e) that he/she has a duty not to let personal interests or the interests of a third party conflict with those of the Trust and including a duty;
i. not to take any remuneration or income or Trust ▇▇▇▇▇ for himself/herself from the Trust Fund unless permitted to do so by Resolution of the Board of Trustees under this Trust Deed;
ii. not knowingly to purchase directly or indirectly any interest in any asset that is part of the Trust Fund;
iii. not to loan any of his own property to the Trust Fund;
iv. not to make profit for himself/herself through use of any asset of the Trust Fund;
v. not to make gain for himself/herself through taking advantage of any opportunity arising out of his/her office as Trustee;
f) that he/she has a duty, before and after his/her term in office as Trustee, unless it shall not to use for his/her own purpose and to keep confidential any confidential information acquired by him/her in his/her capacity as Trustee;
g) that he/she has a duty to exercise his/her own judgment in respect of what is in the best interests of the Trust and a duty not to contract with any other Trustee or with any third party as to how he/she will vote at any meeting of the Board of Trustees or Committee of the same;
h) that he/she has a duty to declare every direct and indirect personal interest of his/her in any contract, arrangement or Trust ▇▇▇▇▇ proposed to be proved entered into by the Trust. If he/she knows of such interest beforehand, then he/she has a duty to declare that interest at the Trustee was negligent first meeting of the Board of Trustees that considers such contract, arrangement or Trust Grant. If he/she discovers such interest after such first meeting, then he/she has a duty to declare that interest to the Trustees forthwith. These duties of disclosure are coupled with a duty not to participate in ascertaining any discussion of the pertinent factsBoard of Trustees and not to vote in respect of any such contract, arrangement, or Trust Grant;
i) that as a member of the Board of Trustees, he/she is charged with the ultimate accountability and authority over the Trust and with ultimate responsibility for:
i. furthering the Trust Purpose through policy governance;
ii. furthering the rate of progress of the Trust Purpose through program governance;
iii. furthering the continuity of the Trust Purpose through financial and personnel governance; and
(iiiiv. furthering the identity of the Trust Purpose through promotional and public relations governance;
j) the Trustee shall that he/she has a duty not be liable with respect to delegate to any action taken other Trustee power, authority, duty or omitted responsibility required to be taken carried out only by it in good faith in accordance with him/her;
k) that his/her Trustee powers, authorities, duties and responsibilities are to be exercised for the direction benefit of the Secured Party or the Pledgors or relating to the time, method Trust and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement, provided, that, any such action taken or omission taken is consistent with the terms of this Agreement. Additionallyits beneficiaries, the Trustee is permitted Onion Lake Cree Nation Members, and not for the benefit of or favor of any person or group that has appointed or elected him/her to rely and shall be protected his/her office as Trustee;
l) that he/she has a duty in acting or refraining from acting upon any certificates, statement, instrument opinion, report, request, direction, consent, order, bond, note, notices, or other paper or document delivered hereunder believed by it to be genuine and to have been signed or presented by the proper party or parties.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or all matters affecting the liability of Trust, its Trust Purpose and beneficiaries, to exercise his/her best judgment impartially and without fear or affording protection to the Trustee shall be subject to the provisions of this Section.
(d) No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance favour of any of its duties hereunder, person or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to itgroup.
(e) The Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Agreement, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct, in connection with any action so taken.
(f) The Pledgors agree to indemnify the Trustee, and its officers, directors, employees and agents and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable legal fees and expenses), that may be imposed on, incurred by or asserted against the Trustee in any way relating to or arising out of this Agreement or any action taken by the Trustee pursuant to this Agreement, unless such liabilities, obligations, losses, expenses, legal fees or disbursements were imposed on, incurred by, or asserted against the Trustee as a result of the Trustee's own
Appears in 1 contract
Sources: Trust Deed
Trustee's Duties. (a) The Trustee (i) undertakes to perform such To the extent permissible by law and equity, the Trustee's duties and only such duties as responsibilities are specifically set forth in limited to those expressly provided under this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee and (ii) in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements deed and the correctness of the opinions expressed therein, upon certificates or opinions furnished pursuant to and conforming to the requirements of this Operational Agreement.
(b) No provision of this Agreement shall be construed to relieve the The Trustee from liability for its own negligent action, its own negligent failure to must act or its own willful misconduct, except that:
(i) this subsection shall not be construed to limit the effect of subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction reasonable written directions of Lloyd’s in relation to any action or proposed action by any Governmental Agency in relation to the Secured Party Trust or the Pledgors or relating to Trust Fund, provided that the time, method Trustee need not perform any act that is outside the scope of its duties and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, obligations under this deed and the Operational Agreement, provided, that, any such action taken or omission taken is consistent with the terms of this Agreement. Additionally, the Trustee is permitted to rely and shall be protected in acting or refraining from acting upon any certificates, statement, instrument opinion, report, request, direction, consent, order, bond, note, notices, or other paper or document delivered hereunder believed by it to be genuine and to have been signed or presented by the proper party or parties.
(c) Whether In addition to any powers the Trustee has under any applicable law or not therein expressly so provided, every provision of this Agreement relating the Trust Deed and as between the parties to the conduct Operational Agreement, the Trustee will have the benefit of the following provision in respect of its obligations under the Trust Deed and the Operational Agreement:
(1) the Trustee may in relation to this deed act or affecting decline to act on the liability opinion or advice of, or a certificate or any information obtained from any banker, valuer, surveyor, securities company, broker, auctioneer, accountant or other expert and whether obtained by Lloyd’s or the Trustee or any other person and any such opinion or advice can be conveyed by electronic or facsimile transmission and the Trustee is not responsible for any loss solely occasioned by so acting or declining to act or any error in such electronic or facsimile transmission or it not being authentic;
(2) the Trustee may, instead of acting personally or affording protection through its permanent employees employed in the carrying out of the trusts hereof, appoint an agent to transact all business and to do all acts required to be done under or pursuant to this deed (including the receipt and payment of money). The Trustee must obtain the prior written consent of Lloyd’s to the appointment of any such agent, such consent not to be unreasonably withheld or delayed. The Trustee shall is taken to have done or refrained from doing anything that any agent of the Trustee has done or refrained from doing;
(3) notwithstanding anything contained in this deed, the Trustee may refrain from doing anything which would in its reasonable opinion be subject contrary to the provisions any law of this Sectionany applicable jurisdiction or any applicable direction or regulation of any agency of any state and may do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.
(d4) No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of may delegate any of its duties hereunderrights, powers, authorities and discretions under this deed to one or in the exercise of any more of its rights officers or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) The Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Agreement, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct, in connection with any action so taken.
(f) The Pledgors agree to indemnify the Trustee, and its officers, directors, employees and agents and hold may revoke any such delegation whenever it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable legal fees and expenses), that may be imposed on, incurred by or asserted against the Trustee in any way relating to or arising out of this Agreement or any action taken by the Trustee pursuant to this Agreement, unless such liabilities, obligations, losses, expenses, legal fees or disbursements were imposed on, incurred by, or asserted against the Trustee as a result of the Trustee's ownthinks fit.
Appears in 1 contract
Sources: Trust Deed
Trustee's Duties. (a) The Trustee (i) undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee and (ii) in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished pursuant to and conforming to the requirements of this Agreement.
(b) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(i) this subsection shall not be construed to limit the effect of subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith or act done by an authorized officer of the Trustee, unless it shall or be proved that otherwise responsible or accountable under any circumstances whatsoever, except if the Trustee was negligent in ascertaining the pertinent facts; and
(iii) the result of Trustee's gross negligence or willful misconduct. Trustee shall not be personally liable with respect in case of entry by him or anyone acting by virtue of the powers herein granted him upon the Mortgaged Property for debts contracted or liability or damages or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or omitted proposed to be taken by it in good faith in accordance with the direction of the Secured Party him hereunder or the Pledgors or relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement, provided, that, any such action taken or omission taken is consistent with the terms of this Agreement. Additionally, the Trustee is permitted to rely and shall be protected in acting or refraining from acting upon any certificates, statement, instrument opinion, report, request, direction, consent, order, bond, note, notices, or other paper or document delivered hereunder believed by it him to be genuine and to have been signed or presented by the proper party or parties.
(c) Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the genuine. Trustee shall be subject entitled to the provisions of this Section.
(d) No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability reimbursement for actual expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. The Borrower will, from time to time, reimburse Trustee for and save and hold him harmless from and against any of its duties hereunderand all loss, or cost, liability, damage and expense whatsoever incurred by him in the exercise performance of his duties. All monies received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured manner from any other monies (except to it.
(ethe extent required by law) The and Trustee shall be under no obligation liability for interest on any monies received by him hereunder. Trustee may resign by giving of notice of such resignation in writing to institute any suitthe Beneficiary. If Trustee shall die, resign or to take any remedial proceeding under this Agreement, or to take any steps become disqualified from acting in the execution of this trust or shall fail or refuse to exercise the same when requested by the Beneficiary or if for any or no reason and without cause the Beneficiary shall prefer to appoint a substitute trustee to act instead of the original Trustee named herein, or any prior successor or substitute trustee, the Beneficiary shall, without any formality or notice to the Borrower or any other person, have full power to appoint a substitute trustee and, if the Beneficiary so elects, several substitute trustees in succession who shall succeed to all the estate, rights, powers and duties of the aforenamed Trustee. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts hereby created of its or his predecessor in the enforcement rights hereunder with like effect as if originally named as Trustee herein; but, nevertheless, upon the written request of the Beneficiary or his successor trustee, Trustee ceasing to act shall execute and deliver an instrument transferring to such successor trustee, upon the trust herein expressed, all the estates, properties, rights, powers and trusts of Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and monies held by Trustee to the successor trustee so appointed in its or his place. Trustee may authorize one or more parties to act on his behalf to perform the ministerial functions required of him hereunder, including without limitation, the transmittal and posting of any rights and powers hereunder until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct, in connection with any action so takennotices.
(f) The Pledgors agree to indemnify the Trustee, and its officers, directors, employees and agents and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable legal fees and expenses), that may be imposed on, incurred by or asserted against the Trustee in any way relating to or arising out of this Agreement or any action taken by the Trustee pursuant to this Agreement, unless such liabilities, obligations, losses, expenses, legal fees or disbursements were imposed on, incurred by, or asserted against the Trustee as a result of the Trustee's own
Appears in 1 contract
Trustee's Duties. (a) The Trustee (i) undertakes to perform such To the extent permissible by law and equity, the Trustee's duties and only such duties as responsibilities are specifically set forth in limited to those expressly provided under this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee and (ii) in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements deed and the correctness of the opinions expressed therein, upon certificates or opinions furnished pursuant to and conforming to the requirements of this Operational Agreement.
(b) No provision of this Agreement shall be construed to relieve the The Trustee from liability for its own negligent action, its own negligent failure to must act or its own willful misconduct, except that:
(i) this subsection shall not be construed to limit the effect of subsection (a) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction reasonable written directions of Lloyd’s in relation to any action or proposed action by any Governmental Agency in relation to the Secured Party Trust or the Pledgors or relating to Trust Fund, provided that the time, method Trustee need not perform any act that is outside the scope of its duties and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, obligations under this deed and the Operational Agreement, provided, that, any such action taken or omission taken is consistent with the terms of this Agreement. Additionally, the Trustee is permitted to rely and shall be protected in acting or refraining from acting upon any certificates, statement, instrument opinion, report, request, direction, consent, order, bond, note, notices, or other paper or document delivered hereunder believed by it to be genuine and to have been signed or presented by the proper party or parties.
(c) Whether In addition to any powers the Trustee has under any applicable law or not therein expressly so provided, every provision of this Agreement relating the Trust Deed and as between the parties to the conduct Operational Agreement, the Trustee will have the benefit of the following provision in respect of its obligations under the Trust Deed and the Operational Agreement:
(1) the Trustee may in relation to this deed act or affecting decline to act on the liability opinion or advice of, or a certificate or any information obtained from, any banker, valuer, surveyor, securities company, broker, auctioneer, accountant or other expert and whether obtained by Lloyd’s or the Trustee or any other person and any such opinion or advice can be conveyed by electronic or facsimile transmission and the Trustee is not responsible for any loss solely occasioned by so acting or declining to act or any error in such electronic or facsimile transmission or it not being authentic;
(2) the Trustee may, instead of acting personally or affording protection through its permanent employees employed in the carrying out of the trusts hereof, appoint an agent to transact all business and to do all acts required to be done under or pursuant to this deed (including the receipt and payment of money). The Trustee must obtain the prior written consent of Lloyd’s to the appointment of any such agent, such consent not to be unreasonably withheld or delayed. The Trustee shall is taken to have done or refrained from doing anything that any agent of the Trustee has done or refrained from doing;
(3) Notwithstanding anything contained in this deed, the Trustee may refrain from doing anything which would in its reasonable opinion be subject contrary to the provisions any law of this Sectionany applicable jurisdiction or any applicable direction or regulation of any agency of any state and may do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.
(d4) No provision of this Agreement shall require the The Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of may delegate any of its duties hereunderrights, powers, authorities and discretions under this deed to one or in the exercise of any more of its rights officers or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(e) The Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Agreement, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct, in connection with any action so taken.
(f) The Pledgors agree to indemnify the Trustee, and its officers, directors, employees and agents and hold may revoke any such delegation whenever it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable legal fees and expenses), that may be imposed on, incurred by or asserted against the Trustee in any way relating to or arising out of this Agreement or any action taken by the Trustee pursuant to this Agreement, unless such liabilities, obligations, losses, expenses, legal fees or disbursements were imposed on, incurred by, or asserted against the Trustee as a result of the Trustee's ownthinks fit.
Appears in 1 contract
Sources: Trust Deed