Agreement and Declaration of an Unincorporated Real Estate Business Trust
_____________________________________
(Name of Trust)
Agreement and Declaration of Trust made this ______________________ (date of
agreement) , between __________________________ (Name of Trustee) , a corporation
organized and existing under the laws of _________________ (state) , with its principal office
located at ____________________________________________________________________
(street address, city, county, state, zip code) , (the Trustee) , and such persons, partnerships,
associations and/or corporations as may become parties to this Declaration by the acceptance
of certificates of equitable ownership issued under this Declaration (the Beneficiaries).
For and in consideration of the mutual benefits and obligations set forth in this
Agreement, the parties do make the following Agreement and Declaration of Trust :
1. Trust and Lease
The Trustee declares that it holds and will hold as Trustee for the use and benefit of all
present and future holders of the certificates of equitable ownership issued under this
Declaration (such certificates being of two kinds, one known as land trust certificates , and the
other known as ultimate title certificates, as described below), the title to the premises acquired
by the Trustee by deed dated ______________________ (date of deed) , from
______________________ (Name of Grantor) , covering the following interest in the property
described in Exhibit A attached hereto and made a part hereof. The interest of the Trustee in
the premises is referred to in this Declaration as the Trust Estate . The premises are subject to
a certain Lease Agreement, dated _____________________ (date of Lease Agreement) ,
between ____________________ (Name of Lessor) , as Lessor , and ____________________
(Name of Lessee) , as Lessee , filed for record in the office of the ________________________
(title of real estate public record officer) of ____________________ (name of county)
County, _________________ (state) , on _________________ (date of recording) , as
instrument No. ___________ (number) , and recorded in the office at Book ________ (number)
of deeds, Page ________ (number) . Said Lease Agreement is hereafter referred to in this
Declaration as the Lease, to which Lease and record of it reference is made for all of the terms
and conditions of the Lease , which Lease among other things provides as follows:
A. The term of the Lease on Lot ______ (number) is for a period of ______
(number) years commencing on _________________ (date) and ending on
_________________ (date) . The term of the Lease on Lot _______ (number) is for a
period of _________ (number) years, commencing on _________________ (date) and
ending on ________________ ( date) .
B. The Lessee agrees to pay to the Lessor or its successors in interest or assigns,
______________________________________ (rental payment schedule) .
C. The Lessee also agrees that, during the term of the Lease , the Lessee will pay all
water rates, and all taxes, charges, and assessments, general and special, ordinary and
extraordinary, of every nature and kind whatsoever levied, assessed or imposed after
the year _____________ (year) , and during the continuance of the Lease upon the land
or the leased premises, and upon any and all buildings, or improvements of any kind on
the premises, or which, after the date of the Lease and before the expiration of the term
of the Lease , may be erected or placed on the premises, whether such tax, rate, or
assessment is for city, town, county, state, federal, or any other purpose.
2. Shares and Certificates
A. The equitable ownership and beneficial interest in the Trust Estate is divided into
_______ (number) indivisible equal shares, which shares shall be evidenced by
certificates referred to and designated as land trust certificates; and the Trust Estate is
likewise divided into _______ ( number ) indivisible equal shares, which shares shall be
evidenced by certificates referred to and designated as ultimate title certificates.
B. The land trust certificates are in substantially the following form, varying,
however, as to the respective dates, numbers, number of shares, and names of
Beneficiaries :
Form of Land Trust Certificates
No. _______________ (number)
Interest: _______________________________________ (description of interest)
Land trust certificate of equitable ownership in the ______________________________
(name of building site) building site, located at ________________________________
________________________________ (street address, city, county, state, zip
code) .
This certifies that ______________________ (name of owner) is the owner of
__ ______ % of the beneficial interest in a certain property located at ________________
_____________________________________________________ (street address,
city, county, state, zip code) , the title to which is held by _______________________
(Name of Trustee) , a corporation organized and existing under the laws of
____________________ (state) , with its principal office located at _________________
_____________________________________________________ (street address,
city, county, state, zip code) , as Trustee (the " Trustee "), first for the benefit of the
holder or holders of this certificate and of similar land Trust certificates issued or to be
issued by the Trustee to evidence ownership of the beneficial interest in the property so
held by it in Trust , and secondly for the benefit of the holder or holders of certain
ultimate title certificates issued or to be issued by the Trustee . All of the certificates are
issued or are to be issued under and pursuant to an Agreement and Declaration of
Trust , in which the property is specially described, dated ___________________ (date
of agreement) , between the Trustee and such persons, partnerships, associations
and/or corporations as may become parties to the Agreement and Declaration of Trust
by the acceptance of certificates of equitable ownership (either of like tenor as this
certificate or of the kind known as ultimate title certificates), in the Trust so created,
which Agreement and Declaration of Trust (the Declaration) is of record in the office of
the ________________ ( name of real estate public record office) of
_________________ (name of county) County, _________________ (state) , to which
Declaration reference is made for a statement of the rights of the holders of this
certificate, and of all other certificates (including the ultimate title certificates) issued or to
be issued under the Declaration, in the property, and the terms and conditions of the
Trust .
The Trustee agrees that on the _________ (number) day of ______________________
_______________________ (list months) in each year, it will pay to the registered
holder of this certificate as registered on the Trustee 's transfer books, the holder's pro
rata share of the net proceeds which may be derived from the rental of the property
described in the Declaration and constituting the Trust Estate , up to and including but
not in excess of $____________ (maximum dollar amount of per share quarterly net
proceeds) per quarter upon each share, or a total of $_______________ (maximum
dollar amount of per share annual net proceeds) per year, from the date of this
certificate, upon each share, until such time as the Trust is terminated or this certificate
is purchased by the Trustee in accordance with the terms of the Declaration (any
deficiency to be made up as soon as funds are available), less any federal, state, or
other income tax which the Trustee has paid or withheld or is required to pay or withhold
for or on behalf of the holder. The Trustee further agrees that upon any sale of the
property and termination of the Trust , it will pay to the registered holder of this certificate,
out of the net proceeds of such sale, the holder's pro rata share of the net proceeds up
to and including but not in excess of $______________ (maximum dollar amount of
per share net proceeds from sale) per share, together with such additional sums as
may be necessary to make the total payments to the holder of this certificate, or his, her,
their or its assigns, be at the rate of $_______________ (dollar amount of total per
share annual payments) per year upon each share from the date of this certificate to
the date of such payment, all as provided in the Declaration.
Whenever in the Declaration or in this certificate the Trustee is obligated to pay or
distribute any sum of money, it is understood that all such obligations are undertaken by
it in its Trust capacity only and not personally, and that such payments and distributions
are to be made only out of such funds as the Trustee has in its hands available for that
purpose.
The property above and in the Declaration described is Lease d to __________________
(name of Lessee) , by a Lease dated _________________ (date) , upon lot _________
(number) for a term of ________ (number) years, commencing on ________________
(date of commencement of first Lease term) and ending _____________________
(date of end of first Lease term) , and upon lot ________ (number) for a term
commencing on ________________ (date of commencement of second Lease term)
and ending on _________________ (date of end of second Lease term) , which Lease
was filed for record in the office of the ______________________ (name of real estate
public record office) of __________________ (name of county) County,
___________________ ( state) , on _____________________ (date of recording) , as
instrument No. _______ (number) , and recorded in the office at Book ______ (number)
of deeds, Page ________ (number) .
All amounts accruing from the payments in excess of an amount equal to
$______________ (maximum dollar amount of quarterly payments per share) per
quarter year in respect to each share evidenced by a land trust certificate actually
outstanding shall be held, used and disposed of as provided in the Declaration . The
equitable interest represented by this certificate is subject to optional purchase by the
Trustee , upon call, as provided in the Declaration , at the price of $______________
(dollar amount of option purchase price) per share.
The holder of this certificate, by the acceptance of it, assents to all the terms and
conditions of the Declaration and becomes a party to it as fully to all intents and
purposes as if the holder had signed the Declaration .
Subject to the terms and conditions of the Declaration , this certificate and the interest
represented by it (but no fractional part of a single share) may be assigned and
transferred by the holder of this certificate in person or by duly authorized attorney, upon
surrender of this certificate, duly executed for transfer, for notation of such transfer upon
the books of the Trustee , and the transferee shall, by accepting this certificate or any
certificate which may be issued in place of it, become a party to the Declaration and be
bound by it and entitled to all rights under the Declaration .
In witness, ________________________ (Name of Trustee) , of __________________
____________________________________________________ (street address, city,
county, state, zip code) , has caused this certificate to be signed in its corporate name,
by its president or vice-president, and its corporate seal to be affixed, attested by its
secretary or assistant secretary, this __________________ (date of certificate) .
____________________________
(Name of Trustee)
By:______________________________
__________________________
(P rinted name & Office in Corporation)
___________________________
(Signature of Officer)
Form of Ultimate Title Certificates
No. __________________ (number)
Interest: _______________________________________ (description of interest)
Ultimate title certificate of equitable ownership in the ___________________________
(name of building site) building site, located at ________________________________
_______________________________ (street address, city, county, state, zip code) .
This certifies that ______________________ (name of owner) is the owner of
________ % of the beneficial interest in a certain property located at ________________
____________________________________________________ (street address, city,
county, state, zip code) , the title to which is held by _______________________
(Name of Trustee) , a corporation organized and existing under the laws of
____________________ (state) , with its principal office located at _________________
_____________________________________________ (street address, city, county,
state, zip code) , as Trustee (the " Trustee "), first for the benefit certain land Trust
certificates issued or to be issued by the Trustee to evidence ownership of the beneficial
interest in the property so held by it in Trust , and secondly for the benefit of the holder or
holders of this ultimate title certificate and of similar ultimate title certificates issued or to
be issued by the Trustee . All of the certificates are issued or are to be issued under and
pursuant to an agreement and Declaration of Trust , in which the property is specially
described, dated _____________________ (date of agreement) , between the Trustee
and such persons, partnerships, associations and/or corporations as may become
parties to the Agreement and Declaration of Trust by the acceptance of certificates of
equitable ownership (either of like tenor as this certificate or of the kind known as land
Trust certificates), in the Trust so created, which agreement and Declaration of Trust
(the Declaration ) is of record in the office of the ___________________________
( name of real estate public record office) of ______________________ (name of
county) County, ___________________ (state) , to which Declaration reference is
made for a statement of the rights of the holders of this certificate, and of all other
certificates (including the ultimate title certificates) issued or to be issued under the
Declaration , in the property, and the terms and conditions of the Trust .
The rights of the holder of this ultimate title certificate are subject to the rights of the
holders of a series of ________ (number) shares evidenced by land trust certificates ,
issued or to be issued by the Trustee and representing the present equitable ownership
and beneficial interest in the property. The registered holder of each share evidenced by
land Trust certificates is entitled to receive _______% of the net proceeds which may be
derived from the rental of the property described in the Declaration , and constituting the
Trust Estate , up to and including but not in excess of $_____________ (maximum
dollar amount of per share quarterly net proceeds) per quarter year or a total of
$________________ (maximum dollar amount of per share annual net proceeds)
per year until such time as the Trust be terminated or the certificates purchased by the
Trustee in accordance with the terms of the Declaration (any deficiency to be made up
as soon as funds are available). Upon any sale of the property and termination of the
Trust , the registered holder of each share evidenced by the land trust certificates is
entitled to receive, out of the net proceeds of such sale, ________ % of the net proceeds,
up to and including but not in excess of $_______________ (maximum dollar amount
of per share net proceeds from sale) , together with such additional sum as may be
necessary to make the total payments to each of the holders of the land Trust
certificates, or his, her, their or its assigns, be at the rate of $________________ (dollar
amount of per share total annual payments) per year for each share from the
respective dates of the certificates to the date of payment, all as provided in the
Declaration .
The property above and in the Declaration described is Lease d to _________________
(name of Lessee) , by a Lease dated __________________ (date of Lease) , upon lot
________ (number) for a term of ________ (number) years, commencing on
____________________ (date of commencement of first Lease term) and ending
____________________ (date of end of first Lease term) , and upon lot _______
(number) for a term commencing on ___________________ (date of commencement
of second Lease term) and ending on ______________________ (date of end of
second Lease term) , which Lease was filed for record in the office of the ___________
_________________ (name of real estate public record office) of _______________
(name of county) County, __________________ (state) , on ____________________
(date of recording) , as instrument No. ________________ (number) , and recorded in
the office at Book ___________ (number) of deeds, Page _____________ (number) .
All net amounts received from the payments in excess of an amount equal to
$__________________ (maximum dollar amount of quarterly payments per share)
per quarter year in respect to each of the shares evidenced by land trust certificates
actually outstanding, over and above the expenses of administering the Trust , including
any taxes, charges, or other amounts paid or incurred by the Trustee in such
administration or for the protection of the Trust Estate , shall be used by the Trustee for
the purchase of the land trust certificates, as provided in the Declaration .
Until such time as all of the land Trust certificates shall have been purchased by the
Trustee , no part of the income from the Trust Estate is distributable to the holder of this
certificate or to the holders of any of the ultimate title certificates of which this is one. In
the event of any sale of the property constituting the Trust Estate , then the net proceeds
of such sale, after deducting the Trustee 's reasonable compensation, and all expenses
paid or incurred by the Trustee in making the sale, together with any other indebtedness
or liabilities of the Trust Estate , shall be used to make the payments provided above to
the holders of all outstanding land trust certificates, and the balance of the proceeds, if
any, shall be distributed by the Trustee pro rata among the registered holders of the
outstanding ultimate title certificates of which this is one, all as provided in the
Declaration .
From and after such time as all of the land trust certificates have been purchased by the
Trustee , the Trustee will hold the property constituting the Trust Estate for the sole use
and benefit of the holders of the ultimate title certificate of which this is one, and the
Trustee will, during the continuance of the Trust , distribute on the ______________
(ordinal number) day of _____________________________________ (list months) in
each year to the registered holder of this certificate, as registered on the Trustee 's
transfer books, the holder's pro rata share of the net proceeds which may be derived
from the rental of the property. Upon any sale of the property and termination of the
Trust , the Trustee will pay to the registered holder of this certificate, out of the net
proceeds of such sale, the holder's pro rata share of the net proceeds, all as provided in
the Declaration .
Whenever in the Declaration or in this certificate the Trustee is obligated to pay or
distribute any sum of money, it is understood that all such obligations are undertaken by
it in its Trust capacity only and not personally, and that such payments and distributions
are to be made only out of such funds as the Trustee has in its hands available for that
purpose.
The holder of this certificate, by the acceptance of it, assents to all the terms and
conditions of the Declaration and becomes a party to the Declaration as fully to all
intents and purposes as if the holder had signed the Declaration .
Subject to the terms and conditions of the Declaration , this certificate and the interest
represented by it (but no fractional part of a single share) may be assigned and
transferred by the holder in person or by duly authorized attorney, upon surrender of this
certificate, duly executed for transfer, for notation of such transfer upon the books of the
Trustee . By accepting this certificate, or any certificate which may be issued in place of
this certificate, the transferee shall become a party to the Declaration and be bound by
and entitled to all rights under the Declaration .
___________________________ (Name of Trustee) , of ________________________
____________________________________ (address of Trustee) , has caused this
certificate to be signed in its corporate name, by its president or vice-president, and its
corporate seal to be affixed, attested by its secretary or assistant secretary, this
__________________ (date of execution) .
_______________________________
(Name of Trustee)
By:______________________________
___________________________
(P rinted name & Office in Corporation)
__________________________
(Signature of Officer)
3. Replacement of Certificates
In case any certificate issued under this Declaration , whether a land Trust certificate or
an ultimate title certificate, shall become mutilated, or shall be destroyed, stolen or lost, the
Trustee may subsequently, in its discretion, issue a new certificate representing the interest
evidenced by such mutilated, destroyed, stolen, or lost certificate, in exchange and substitution
for the certificate mutilated, upon cancellation of the old certificate, or in lieu of and in exchange
and substitution for the certificate destroyed, stolen or lost, upon the registered holder filing with
the Trustee evidence satisfactory to the Trustee that such certificate was destroyed, stolen, or
lost, and of such holder's ownership of the certificate, and furnishing the Trustee with indemnity
satisfactory to it and for the benefit of all interested parties.
4. Distribution of Proceeds
The Trustee agrees that, after paying the compensation of the Trustee as provided
below, and any expenses of administering the Trust , including any taxes, charges, or other
amounts paid or incurred by the Trustee in such administration or for the protection of the Trust
Estate , it will distribute among the registered holders of the land Trust certificates as registered
on the Trustee 's transfer books, so long as any of the land Trust certificates are outstanding, the
holders' pro rata shares of the net proceeds which may be derived from the rental of the
property described above and constituting the Trust Estate , up to and including but not in
excess of $_________________ (maximum dollar amount of per share quarterly net
proceeds) per quarter year, or a total of $__________________ (maximum dollar amount of
per share annual net proceeds) per year upon each share from the respective dates of the
land trust certificates until such time as the Trust be terminated or the respective certificates
purchased by the Trustee in accordance with the terms of this Declaration (any deficiency to be
made up as soon as funds are available in the hands of the Trustee ), less any federal, state, or
other income tax which the Trustee has paid or withheld, or is required to pay or withhold, for or
on behalf of the holders of the certificates. The distribution shall be made quarterly, on the
____________ (ordinal number) day of ________________________________ (list months)
in each year, and such payment shall be made by check at par in ____________________
(type of currency) or ________________________ (alternative type of currency) exchange,
mailed to the registered holders of the land trust certificates at their respective addresses as
shown by the Trustee 's transfer books. Any such funds not collected by such certificate holders
shall be held by the Trustee without interest to the credit of such holders.
5. Receipt of Securities
_______________________ (Name of Trustee) , as Trustee , acknowledges receipt of
securities aggregating the face value of the difference between the aggregate amount of the
rents due under the Lease to ____________________ (date of measurement of rents due
under Lease) , and the aggregate amount at the rate of $__________________ (dollar
amount of annual rents) per annum from the date of delivery of this Declaration until
______________ (date of end of period for measuring rents) , which securities are held for
the purpose of using them as far as necessary to meet the payments to become due from time
to time under this Declaration to the holders of the certificates prior to __________________
(date of end of period for measuring rents) .
6. Purchase by Trustee of Certificates
A. All net amounts received by the Trustee from the Lessee under the Lease , in
excess of $________________ (maximum dollar amount of per share quarterly net
proceeds) per quarter year, in respect to each of the shares evidenced by land trust
certificates actually outstanding (over and above the expenses of administering the
Trust , including any taxes, charges, or other amounts paid or incurred by the Trustee in
such administration, or for the protection of the Trust Estate ), shall be held by the
Trustee without interest and without any obligation to invest the funds, and shall be used
by the Trustee for the purchase by it of outstanding land Trust certificates upon voluntary
tenders of such certificates, or by call, if no such voluntary tenders are made, as
provided below.
B. Whenever there shall be in the hands of the Trustee $_____________
(threshold dollar amount of money available to Trustee for purchase of land trust
certificates) or more applicable to the purchase by the Trustee of land Trust certificates,
such money may be applied by the Trustee to the voluntary purchase of land Trust
certificates obtainable upon tenders to it at prices not exceeding $_______________
(maximum dollar amount of per share purchase price for land Trust certificate) for
each share evidenced by a land Trust certificate so purchased (plus such additional sum
as may be necessary to make the total annual payments to the holder be at the rate of
$_______________ (dollar amount of additional payment necessary to make total
annual payments per share be at required rate) per year per share to the date of
purchase). If land trust certificates are not so obtainable, then the Trustee shall apply the
money to the call purchase of land trust certificates as provided below. The Trustee may
purchase land trust certificates, for the purpose and at a price not exceeding the price
specified above, at public or private sale without the necessity of advertising and in such
manner as it may deem proper.
C. To the extent that funds applicable for the purchase by the Trustee of land trust
certificates upon voluntary tenders are not exhausted in the voluntary purchase of such
certificates within _______ (number) days after such sum or more shall be so available,
the Trustee shall devote such funds to the purchase of land trust certificates by call as
follows: The Trustee or one of its officers shall determine by lot, according to its or his or
her absolute discretion, the serial numbers of land trust certificates to be purchased up
to the amount for which funds are available, at the call purchase price of
$_______________ (dollar amount of call purchase price per share) per share. The
Trustee then shall give to the registered holders of the certificates so designated not less
than _______ (number) days' written notice, by mailing such notice, first class, postage
paid, to such holders at their respective addresses appearing on the transfer books of
the Trustee , of such call purchase of the equitable interests evidenced by the certificates
so designated, and of the date fixed for such purchase. After the date as designated for
the purchase of such certificates, the holders of such certificates shall be entitled only to
the respective sums representing the call purchase price of the certificates and no more,
and the holders of the certificates shall have no other or further interest in the Trust
Estate in respect to the land trust certificates so called for purchase. The sums
representing the call purchase price of land trust certificates so called for payment shall
be retained by the Trustee for the benefit of the holders of the respective certificates
without interest.
D. Upon the call purchase by the Trustee of any land Trust certificate as provided in
this Article, the holder of such certificate shall receive, in addition to the call purchase
price, such sum as may be necessary to make the total annual payments to the holder
be at the rate of $_____________ (dollar amount of additional payment necessary
to make total annual payments per share be at required rate) per year upon each
share to the date on which such certificate is called for payment.
7. Statement on Land Trust Certificates
A. All shares of beneficial interest in the Trust Estate represented by land trust
certificates purchased by the Trustee voluntarily or by call, as provided in Article 6
above, shall be deemed to have been purchased for and on behalf of the holders of the
remaining land trust certificates still outstanding and the holders of the ultimate title
certificates, until such time as all of the land trust certificates shall have been so called
for purchase by the Trustee . From and after the purchase of any of the shares of
beneficial interest, evidenced by the land trust certificates, no further distribution of any
kind shall be made by the Trustee in respect to the shares so purchased.
B. On the purchase of any such shares of beneficial interest, the Trustee shall
indorse on the land trust certificates evidencing the shares so purchased a statement
substantially as follows: "The _______ (number) shares of the equitable ownership and
beneficial interest in the property described in the Declaration referred to in this
certificate and evidenced by this certificate have been purchased by the Trustee
pursuant to the provisions of the Declaration ." The Trustee shall subsequently retain all
of such land Trust certificates so purchased. When the Trustee has purchased all of the
land trust certificates, the certificates shall be canceled.
8. Termination of Lease and Sale of Property
A. If the Lessee defaults under any of the provisions of the Lease , so that it shall
become necessary or in the opinion of the Trustee advisable for the Trustee to terminate
the Lease , then the Trustee shall give not less than _______ (number) days' notice of
the termination to the Beneficiaries (including the holders of the land trust certificates
and the holders of the ultimate title certificates issued under this Declaration ), by
registered letter, mailed to their last addresses as shown on the transfer books of the
Trustee . The notice shall be deemed commenced with the mailing of the letter, and shall
request advice as to whether the property should be offered for sale or whether another
Lease of the property should be made, if possible. If the holders of not less than
_______ (percentage) % in interest of the outstanding land trust certificates and the
holders of not less than _______ (percentage) % in interest of the outstanding ultimate
title certificates, within _______ (number) days after the expiration of the period of
notice above provided, shall notify the Trustee in writing of a specified course which they
desire taken by the Trustee , then the Trustee shall endeavor, in its discretion, to comply
with their wishes. In the event of the failure or neglect of the holders of not less than
________ (percentage) % in interest of the outstanding land Trust certificates and the
holders of not less than _______ (percentage) % in interest of the outstanding ultimate
title certificates to specify a course of action which they desire taken by the Trustee ,
within the period above provided, or if the Trustee finds after making reasonable efforts
that it is impracticable to comply with the expressed desire of the certificate holders, then
the Trustee shall have full authority to take such action with respect to selling, leasing,
managing, operating, or otherwise disposing of the property as it may deem advisable
and for the beat interest of the Beneficiaries . The Trustee , however, shall not sell the
property held in Trust without procuring the written consent of the holders of ________
(percentage) % in interest of the outstanding land trust certificates and without
procuring the written consent of the holders of _______ (percentage) % in interest of
the outstanding ultimate title certificates.
B. If upon a default on the part of the Lessee under the terms of the Lease , the
Trustee deems it advisable to sell the Trust Estate but enters into a new Lease or
Lease s of the Trust Estate , then the net income received by the Trustee from such new
Lease or Lease s shall be distributed among the holders of the land trust certificates then
outstanding, up to and including but not in excess of $______________ (maximum
dollar amount of per share quarterly net income) per quarter year, or a total of
$_____________ (maximum dollar amount of per share annual net income) per
year per share. The surplus, if any, shall be applied for the purchase of outstanding
equitable interests represented by land trust certificates, until such time as all of the land
trust certificates have been purchased by the Trustee .
C. If no default is made on the part of the Lessee , then the Trustee may sell and
convey the property constituting the Trust Estate , provided some unexpected
contingency or special emergency (as determined by the Trustee ) makes a sale
advisable, in the judgment of the Trustee , and provided that the holders of ________
(percentage of interest of land trust certificates necessary for approval of sale of
property by Trustee upon unexpected contingency or special emergency) % of the
equitable interests evidenced by outstanding land trust certificates, as well as the
holders of ________ (percentage of interest of ultimate title certificates necessary
for approval of sale of property by Trustee upon unexpected contingency or
special emergency) % of the equitable interests evidenced by outstanding ultimate title
certificates, have consented in writing to such sale.
D. Upon any sale of the property constituting the Trust Estate , the Trust shall
terminate and the Trustee shall pay, out of the proceeds of such sale, the reasonable
compensation of the Trustee in making such sale, together with all expenses paid or
incurred by the Trustee in making the sale, and any other indebtedness or liabilities of
the Trust Estate . Out of the net proceeds of such sale, the Trustee shall pay to the
registered holders of the land Trust certificates then outstanding as registered on the
Trustee 's transfer books, the holders' pro rata shares of the net proceeds, up to and
including but not in excess of $____________ (maximum dollar amount of per share
net proceeds from sale) for each share evidenced by land trust certificate then
outstanding, together with such additional sums as may be necessary to make the total
payments to the holders of the land trust certificates , or their assigns, be at the rate of
$_____________ (maximum dollar amount of per share total annual payment) per
year per share from the respective dates of such land trust certificates to the date of
such payment. The surplus, if any, shall be distributed by the Trustee ratably among the
registered holders of the outstanding ultimate title certificates issued under this
Declaration as registered on the Trustee 's transfer books.
E. Notice of any such distribution shall be given by registered letter, mailed to the
respective Beneficiaries at their several addresses as shown on the transfer books of the
Trustee . If, after such notice has been given, the holder or holders of any outstanding
certificates (whether land trust certificates or ultimate title certificates) fails or neglects to
present the same at the time and place in the notice specified, then the Trustee shall
place to the credit of each outstanding certificate the distributive share to which its holder
is entitled, and the Trustee shall be subject to no further liability and under no further
duty to the Beneficiary holding such certificate except to pay to the holder such
distributive share (without interest), on demand and on the surrender of the certificate.
The Trustee shall not be required to pay interest upon any fund so credited.
F. Upon any sale by the Trustee of the property constituting the Trust Estate , the
purchaser shall be under no obligation to ascertain whether or not the holders of the
requisite number of equitable shares in the Trust Estate evidenced by land trust
certificates and ultimate title certificates have consented to such sale or whether or not
any other conditions or provisions contained in this Declaration have been complied
with, but such purchaser may rely entirely on the deed of the Trustee and the recitals in
the deed; nor shall the purchaser have any responsibility whatsoever with respect to the
proper application of the purchase price by the Trustee .
9. Distributions to Ultimate Title Certificate Holders; Sale of Property
A. From and after such time as all of the equitable shares in the Trust Estate
evidenced by land Trust certificates have been purchased by the Trustee , the Trustee
shall hold the property constituting the Trust Estate for the sole use and benefit of the
holders of the equitable shares in the Trust Estate evidenced by ultimate title certificates.
During the continuance of the Trust , the Trustee shall distribute on the ______________
(ordinal number) day of ______________________________________ (list months)
in each year to the registered holders of such ultimate title certificates, as registered on
the Trustee 's transfer books, the holders' equal pro rata shares of the net proceeds
which may be derived from the rental of the property.
B. From and after such time as all of the equitable interests in the Trust Estate ,
evidenced by land Trust certificates, have been purchased by the Trustee , the Trustee
shall have power to sell and convey the property constituting the Trust Estate with the
written consent or upon the written request of the holders of _________ (percentage of
interest of ultimate title certificates necessary for approval of sale of Trust Estate)
% in interest of the outstanding ultimate title certificates. If, however, the holders of
___________ (percentage of interest of ultimate title certificates necessary for
approval of sale of Trust Estate) % of the outstanding ultimate title certificates shall
request, in writing, the sale of the property constituting the Trust Estate and the Trustee
is of the opinion that such sale is not advisable from the standpoint of the Beneficiaries ,
then the Trustee shall cause an appraisal of the property to be made by _______
(number) disinterested appraisers engaged in the real estate business in
__________________ (name of county) County, _____________ (state) , and the
Trustee shall not be obligated to make any sale of the property unless the purchase
price is at least ______ (percentage) % of the appraised value of the property as
determined by the appraisers.
C. Upon any sale of the property constituting the Trust Estate after the time when all
of the equitable interests in the Trust Estate evidenced by land Trust certificates have
been purchased by the Trustee , the Trustee shall distribute the entire net proceeds of
such sale to the registered holders of the ultimate title certificates as registered on the
Trustee 's transfer books, pro rata. Notice of such distribution shall be given by registered
letter, in the manner specified in Article 8 above.
10. Title of Beneficiaries; Accounting
No Beneficiary shall have any legal title to the Trust property, real or personal, held by
the Trustee . The Beneficiary's interest is equitable only, and he or she has no right to call for
any partition of the Trust Estate during the continuance of the Trust , any and all such rights
being waived by the Beneficiaries by their acceptance of the land trust certificates or ultimate
title certificates issued under this Declaration . No transfer by operation of law of the interests of
a Beneficiary during the continuance of this Trust shall operate to terminate the Trust , nor shall
such transfer alone entitle the legal representative of a deceased Beneficiary to an accounting
or to take any action in the courts or otherwise against the Trust Estate or the Trustee .
Notwithstanding any transfer by operation of law of any part of or all of the interest of a
Beneficiary , the Trustee shall be fully protected in paying and accounting to the personal
representatives of any deceased Beneficiary with respect to all matters arising under this Trust .
11. No Personal Liability
No assessment shall ever be made on the Beneficiaries , and the Trustee shall have no
power to bind the Beneficiaries personally. In every written contract made by the Trustee
reference shall be made to this instrument, and the person or corporation contracting with the
Trustee shall look only to the funds and property of the Trust for payment under such contract,
or for the payment of any debt, note, judgment, or decree, or of any money that may otherwise
become due and payable by reason of the failure on the part of the Trustee to perform such
contract in whole or in part, or for any other cause, and neither the Trustee nor the
Beneficiaries , present or future, shall, in any event, be personally liable for the same.
12. Recording Keeping
The Trustee shall keep a register of the names and interests of the Beneficiaries under
this Declaration , and proper transfer books, and books of account showing the receipts and
disbursements of the Trust Estate . Such books of account, but not the register of names and
interests or transfer books, shall at all reasonable times be open to the inspection of any
Beneficiary or his or her personal representatives. Land trust certificates and ultimate title
certificates (but no fractional part of a single share) may be assigned and transferred by the
holder or holders, in person, or by attorney duly authorized. On representation to the Trustee of
any such certificate duly executed for transfer, the Trustee shall execute to the transferee a new
certificate representing the share or shares of equitable ownership in the Trust Estate so
transferred. Such transferee, by accepting the certificate so assigned to him or her or any new
certificate issued in place of it, shall become a party to this Declaration and be bound by and
entitled to all of the rights under this Declaration . No such transfer, however, shall be binding on
the Trustee until such new certificate is issued and notation of such transfer made upon the
books of the Trustee . All expense incident to the transfer shall be borne by the holder.
13. Trustee’s Powers and Rights
A. The Trustee does not warrant its title as owner of the premises described as the
Trust Estate in this Declaration , or make any representations with reference to the
premises, nor does it warrant the validity of the Lease , or of any other Lease of the
premises which may be made, nor guarantee the performance of the covenants by the
Lessee or any Lessee s. It undertakes only to exercise ordinary care in collecting the
rentals derived from the premises and in distributing among the Beneficiaries the net
proceeds derived from the premises or in carrying out any sale of the premises and
distributing the proceeds among the Beneficiaries , as the case may be.
B. The Trustee shall have the exclusive right to manage and control the Trust
Estate as it may deem for the best interests of the Beneficiaries , free from all control by
the Beneficiaries , as fully and to the same extent as though the Trustee were the sole
legal and equitable owner, and shall not be subject to any obligations to the
Beneficiaries other than such as are expressly assumed under this Declaration . The
Trustee shall likewise have full unrestricted power and authority to enter into, execute,
and deliver any agreements and instruments in writing, modifying, amending, or
supplementing the Lease , if and when, in the sole and absolute discretion of the Trustee ,
it shall appear wise, expedient, or proper so to do, provided, however, that no
modification of the Lease shall be made which shall have the effect of reducing the net
rental paid by the Lessee unless such modification shall be agreed to in writing by the
holders of a majority in interest of the outstanding land trust certificates and by the
holders of a majority in interest of the outstanding ultimate title certificates.
C. The Trustee shall have full power to compromise and settle claims either in
contract or tort made against it or against the proceeds derived from the Trust Estate .
The Trustee shall be protected in acting upon any notice, request, consent, affidavit,
certificate, assignment, note, or other paper or document believed by it to be genuine
and to be signed by the proper party.
D. The Trustee shall be protected in regarding as the owner and holder of any
certificate, the person, partnership, association or corporation appearing on the transfer
books of the Trustee as the holder of such certificate.
E. ______________________ (Name of Trustee) , or any corporation or individual
who may at any time be Trustee under this Declaration , may own or acquire land trust
certificates and ultimate title certificates to the same extent and with the same effect as if
it or they were not Trustee s under this Declaration .
F. The Trustee shall be entitled to indemnity from the Trust Estate for any personal
liability incurred by it in the administration of this Trust , except such as may arise from its
personal and willful default.
G. The Trustee shall not be liable for any error of judgment or for any loss arising
out of any act or omission in the execution of this Trust so long as it acts in good faith;
nor shall it be personally liable for the acts or omissions of any officer, agent, servant, or
employee elected or appointed by or acting for it (reasonable care having been used in
their selection), and it shall not be obliged to give any bond to secure the due
performance of this Trust by it.
H. The Trustee shall have the power, if it should become necessary for it to provide
funds to meet a temporary exigency arising in connection with the management of the
Trust Estate , or to enable it to comply with any of the provisions of the Lease , to make
advances at reasonable or customary rates of interest and borrow money and give notes
or other security for the same binding the assets of the Trust , but not the Trustee s or
Beneficiaries personally, and to repay any advances so made or money borrowed out of
the property constituting the Trust Estate or the estate's income.
I. The Trustee may obtain advice from legal counsel. Any action under this Trust
Agreement taken or suffered in good faith by the Trustee in accordance with the opinion
of such counsel shall be conclusive on the Beneficiaries , and the Trustee shall be fully
protected in respect of such action.
J. Any notice required under this Declaration to be given by mail shall be deemed to
have been completed on depositing such notice, properly addressed and stamped, in
the United States mail.
K. Whenever in this instrument or in any land trust certificate or ultimate title
certificate issued under this Declaration the Trustee is obligated to pay or distribute any
sum of money to the holders of such land trust certificates or ultimate title certificates, it
is understood that all such obligations are undertaken by it in its Trust capacity only and
not personally, and that such payments and distributions are to be made only out of such
funds as the Trustee has in its hands available for this Trust .
14. Compensation of Trustee
(Set forth terms of compensation of Trustee) . _________________________________
______________________________________________________________________
______________________________________________________________________.
15. Resignation of Trustee
A. If the Trustee or any successor Trustee desires to relinquish the Trust evidenced
by this Agreement, then the Trustee shall give _______ (number) weeks' notice to all of
the Beneficiaries , either by registered letter sent to their last addresses as shown by the
Trustee 's transfer books, or by publication once a week for ______ (number) weeks in a
newspaper published and of general circulation in the city of ____________________
(name of city) , ________________ (state) . If the holders of not less than ________
(percentage) % in interest of the outstanding land Trust certificates and the holders of
not less than ________ (percentage) % in interest of the outstanding ultimate title
certificates shall request the Trustee in writing, within _______ (number) days after the
expiration of the period of notice above provided, to convey the Trust Estate to a
specified Trustee who is willing to accept the Trust , then the Trustee , upon the
making of such conveyance and upon accounting for all funds which have previously
come into its possession, shall be discharged from further liability. In the event of the
failure or neglect of the holders of not less than ________ (percentage) % in interest of
the outstanding land trust certificates and the holders of not less than ________
(percentage) % in interest of the outstanding ultimate title certificates to express their
choice of a successor within the period above provided, the Trustee may select any
bank or trust company qualified to act, situated in ____________________ (city) ,
___________________ (state) as successor Trustee , or the Trustee may request the
_____________________ (name of court) of ___________________ (name of
county) County, ___________________ (state) , to select such successor. Upon
conveying the Trust Estate to a successor Trustee appointed by either of the methods
above provided, and upon accounting for all funds which have previously come into its
possession, the Trustee shall be discharged from further liability.
B. In the event of the consolidation or merger of _______________________
(name of Trustee) , or of any successor Trustee , with any other corporation, such
consolidated corporation shall succeed to the title and rights of the original Trustee ,
subject to the terms and conditions of this Declaration . The purchase of the assets and
the assumption of the liabilities of the Trustee shall be treated as a merger or
consolidation as provided for in this Article.
16. Definition of Trustee
The term Trustee shall be deemed to include _________________________ (name of
Trustee) , Trustee , or any successor which may later be appointed under any of the provisions
of this instrument.
17. Assent to Provisions
By the acceptance of any certificate issued under this Declaration , the original or any
successive holder shall be deemed to assent to all of the provisions contained in this Trust
Agreement.
18. Other Definitions
Wherever in this Declaration reference is made to the outstanding certificates, or to
the holders in interest of the certificates, or equivalent designations, the same shall be
deemed to mean and apply to the holders of the certificates outstanding and shall not include
any certificates or shares acquired by the Trustee through purchase, voluntary or by call, or
called for purchase, under the provisions of this Declaration.
________________________ (Name of Trustee) has caused this Agreement and
Declaration of Trust to be signed in its corporate name by its president, as of the day and year
first above written.
WITNESS our signatures as of the day and date first above stated.
_______________________________
(Name of Trustee)
By:_________________________________
______________________________
(P rinted name & Office in Corporation)
___________________________
(Signature of Officer)
(Acknowledgment before Notary Public)
