Of the Trust. Interest on the unpaid principal balance, at an annual interest rate (the "Interest Rate") equal to 8.0%, shall be paid quarterly, in arrears, on each January 1, April 1, July 1 and October 1, commencing January 1, 1997, and shall be calculated on the basis of a 360-day year of 30-day months. Whenever any payment falls due on a Saturday, Sunday or public holiday, such payment shall be made on the next succeeding business day. This Note shall be construed under the laws of the State of Indiana. The undersigned represents and warrants that the indebtedness represented by this Note was incurred for the purpose of purchasing shares of Common Stock, $2.50 par value, of the Company. This Note may not be assigned by the Company, other than by operation of law, without the prior express written consent of the undersigned. The Company shall have no recourse whatsoever to any assets of the Trustee in its individual or corporate capacity for repayment. The Trustee is entering into this Agreement not in its individual or corporate capacity but solely as Trustee, and no personal or corporate liability or personal or corporate responsibilities are assumed by, or shall at any time be asserted or enforceable against, the Trustee in its individual or corporate capacity under, or with respect to, this Agreement. The Northern Trust Company, on behalf of THE ARVIN INDUSTRIES, INC. EMPLOYEE STOCK BENEFIT TRUST By: /s/ Michael A. Finelli, Jr. ---------------------------- Name: Michael A. Finelli, Jr. Title: Vice President Schedule A PRINCIPAL PAYMENT DATES Date Amount January 1, 1997 $1,000,000 January 1, 1998 $1,000,000 January 1, 1999 $1,000,000 January 1, 2000 $1,000,000 January 1, 2001 $1,000,000 January 1, 2002 $1,000,000 January 1, 2003 $1,000,000 January 1, 2004 $1,000,000 January 1, 2005 $1,000,000 January 1, 2006 $33,187,500
Of the Trust. If Employee fails to execute a "Designation of Method of Benefit Payment" form and deliver it to the Trustee, the Trustee shall pay over and distribute such one-half (1/2) portion of the Trust in one lump-sum to Employee or his beneficiary, as the case may be. The Trust shall provide that upon making any distribution to Employee, the Trustee shall withhold from such distribution the amount, if any, required to be withheld for federal, state and local taxes.
Of the Trust. For as long as this Agreement is effective, the Trust shall on behalf of each Fund furnish to Forum any and all amendments to its Organic Documents and prospectuses.
Of the Trust. Notwithstanding any provisions of this Declaration, the Trustees may authorize the Investment Advisor (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales, loans or exchanges of portfolio securities of the Trust on behalf of the Trustees or may authorize any officer or employee of the Trust or any Trustee to effect such purchases, sales, loans or exchanges pursuant to recommendations of the Investment Advisor (and all without further action by the Trustees). Any such purchases, sales, loans and exchanges shall be deemed to have been authorized by all of the Trustees. The Trustees may, in their sole discretion, call a meeting of Shareholders in order to submit to a vote of Shareholders at such meeting the approval of continuance of any such investment advisory or management agreement. If the Shareholders of any Portfolio should fail to approve any such investment advisory or management agreement, the Investment Advisor may nonetheless serve as Investment Advisor with respect to any other Portfolio whose Shareholders shall have approved such contract.
Of the Trust. 4 Notwithstanding the provisions directing the Trustee to apply principal liberally, the Trust expressly conveyed broad latitude to the Trustee to act in 4 Since Appellant has not identified an ambiguity in the Trust documents, there is no need for us to consider the circumstances under which Decedent executed the Trust, nor is there any need for us to resort to general rules of construction in interpreting the relevant provisions. its sole discretion in deciding whether to invade principal to provide support and maintenance to Appellant. In addition, the residual paragraph at the conclusion of section A of the SIXTH Article of the Trust affirmatively empowered the Trustee to consider other resources available to Appellant when considering discretionary payments under section A.1.b. We agree with the Orphans’ court that the Trustee may consider such resources when distributing principal for any purpose under section A.1.b. and not simply for Appellant’s housing needs. As the Orphans’ court aptly observed: Furthermore, [t]he [Orphans’ c]ourt interprets the final sentence [of the residual paragraph of the SIXTH Article] to be a confluence of two distinct directions given by the [D]ecedent. The Trustee, in its discretion, is authorized by the [D]ecedent to distribute unlimited principal for the purchase, expansion, improvement or replacement of one or more homes for [Appellant], up to the exhaustion of the [T]rust. The Trustee is also directed to give consideration to [Appellant’s] other available resources as the Trustee deems appropriate to making discretionary distributions. Trial Court Opinion, 9/24/13, at 7. For each of these reasons, we conclude that Appellant is not entitled to relief on her second claim. Order affirmed in part and vacated in part. Case remanded. Jurisdiction relinquished. Judgment Entered. Joseph D. Seletyn, Esq. Prothonotary