Common use of Divestiture of Units Clause in Contracts

Divestiture of Units. If at any time the Trust or the Trustee is named a party in any judicial or administrative proceeding which seeks the cancellation or forfeiture of any property in which the Trust has an interest because of the nationality, or any other status, of any one or more Unitholders, the following procedures will be applicable: (a) The Trustee will promptly give written notice (“Notice”) to each Unitholder (“Ineligible Holder”) whose nationality or other status is an issue in the proceeding as to the existence of such controversy related to the Royalties, the Trust or the Units. The Notice will contain a reasonable summary of such controversy and will constitute a demand to each Ineligible Holder that he dispose of his Units to a party which would not be an Ineligible Holder within 30 days after the date of the Notice. (b) If any Ineligible Holder fails to dispose of his Units as required by the Notice, Depositor will have the right to purchase, and will purchase, any such Units at any time during the 90 days after the expiration of the 30-day period specified in the Notice; provided that in no case shall Depositor be required to purchase Units for an aggregate purchase price in excess of $1 million (“IH Purchase Cap”). The purchase price on a per Unit basis will be determined as of the last Business Day (“Determination Day”) preceding the end of the 30-day period specified in the Notice and will equal the following per Unit amount: (i) if the Units are then listed on a securities exchange the price will equal the closing price of the Units on such exchange (or, if the Units are then listed on more than one exchange, on the largest such exchange in terms of the volume of Units traded thereon during the preceding twelve months) on the Determination Day if any Units were sold on such exchange on such day or, if not, on the last preceding day on which any Units were sold on such exchange; (ii) if the Units are not then listed on any securities exchange, but are traded through a market system, the price will equal the mean between the closing bid and asked prices for the Units in such market system on the Determination Day if quotations for such prices on such day are available or, if not, on the last preceding day for which such quotations are available; or (iii) if the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by dividing the present value of the estimated discounted future net revenues attributable to proved reserves of the Royalties as reflected in the latest Reserve Report prepared for the Trust, prepared using a discount rate of ten percent (10%) or such other rate required by the SEC and otherwise in accordance with such other criteria as shall then be prescribed by the SEC as contemplated by Section 3.17 (minus all liabilities of the Trust) by the number of Units (including the Units to be purchased) then outstanding. Depositor shall tender to the Trustee the aggregate purchase price for the Units to be purchased pursuant to this Section 3.15 by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as designated in writing by the Trustee after the date hereof), and the Trustee shall tender the above cash purchase price to each Ineligible Holder at his address as shown on the records of the Trustee or the nominee holder through which the Ineligible Holder holds such Units, either in person or by mail as provided in Section 12.6, accompanied by notice of cancellation. Concurrently with such tender the Trustee shall reflect the purchase of such Units then owned by such Ineligible Holder and for which tender has been made, and the Trustee shall reflect such purchase in the records of the Trustee and instruct the transfer agent for the Units, if there shall then be one other than the Trustee, in writing to reflect such purchase in the records of such transfer agent. Upon such purchase, all interests, rights and benefits of the Ineligible Holder as a Unitholder shall terminate. In the event the tender is refused by the Ineligible Holder or if the tendered sum is returned to the Trustee, the tendered sum shall be held by the Trustee in a non- interest bearing account (unless the Trustee determines that it is legally required to hold the amount in an interest-bearing account) for the benefit of such Ineligible Holder, until proper claim for same (together with interest, if any, accrued thereon) has been made by such Ineligible Holder, but subject to applicable laws concerning unclaimed property. If a Determination Day shall occur prior to the earliest date at which a Reserve Report is available to the Trust and at such time, the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by the good faith resolution of Grantor’s Board of Directors, a copy of which, certified by Grantor’s Secretary, will be provided by Grantor to the Trustee promptly upon the adoption thereof. (c) To the extent that the aggregate purchase price of the Units held by Ineligible Holders required to be purchased by the Depositor pursuant to Section 3.15(b) exceeds the IH Purchase Cap, then the Trustee shall have the right to cause the Trust to purchase, and shall cause the Trust to purchase, any such Units in excess of the IH Purchase Cap to the extent cash is available to the Trust (pursuant to Section 3.7, Depositor Loans or Royalty proceeds) on the same terms and conditions and in the same manner as set forth in Section 3.15(b). (d) Notwithstanding any other provision of this Agreement, the Trustee shall incur no liability to any Unitholder or to any other person as a result of any action the Trustee may take or fail to take under this Section 3.15 or otherwise as a result of the Trustee’s compliance or inability for any reason to comply with its duties under this Section 3.15, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (pursuant to Article XI) or a final, nonappealable judgment of a court of competent jurisdiction.

Divestiture of Units. If at any time the Trust or the Trustee is named a party in any judicial or administrative proceeding which seeks the cancellation or forfeiture of any property in which the Trust has an interest because of the nationality, or any other status, of any one or more UnitholdersUnit Holders, the following procedures will be applicable: (a) The Trustee will promptly give written notice (“Notice”) to each Unitholder Unit Holder (“Ineligible Holder”) whose nationality or other status is an issue in the proceeding as to the existence of such controversy related to the Royalties, the Trust or the Unitscontroversy. The Notice will contain a reasonable summary of such controversy and will constitute a demand to each Ineligible Holder that he dispose of his Units Units, to a party which that would not be an Ineligible Holder Holder, within 30 days after the date of the Notice. (b) If any Ineligible Holder fails to dispose of his Units as required by the Notice, Depositor will the Trustee shall have the preemptive right to purchase, redeem and will purchase, shall redeem any such Units at any time during the 90 days after the expiration of the 30-day period specified in the Notice; provided that in no case shall Depositor be required to purchase Units for an aggregate purchase price in excess of $1 million (“IH Purchase Cap”). The purchase redemption price on a per Unit basis will be determined as of the last Business Day (“Determination Daydetermination day”) preceding the end of the 30-day period specified in the Notice and will equal the following per Unit amount: (i1) if the Units are then listed on a securities exchange stock exchange, the price will equal the closing price of the Units on such stock exchange (or, if the Units are then listed on more than one stock exchange, on the largest such stock exchange in terms of the volume of Units traded thereon during the preceding twelve 12 months or for the period the Units have been traded on such stock exchange if less than 12 months) on the Determination Day determination day if any Units were sold on such stock exchange on such day or, if not, on the last preceding day on which any Units were sold on such stock exchange; , or (ii2) if the Units are not then listed on any securities stack exchange, but are traded through a market system, the price will equal the mean between the closing bid and asked prices for the Units in such the over-the-counter market system on the Determination Day determination day if quotations for such prices on such day are available or, if not, on the last preceding day for which such quotations are available; or (iii) if the Units are not then listed on any stock exchange or traded through any market system, the price . Such redemption will be determined accomplished by dividing the present value tender of the estimated discounted future net revenues attributable to proved reserves of the Royalties as reflected in the latest Reserve Report prepared for the Trust, prepared using a discount rate of ten percent (10%) or such other rate required by the SEC and otherwise in accordance with such other criteria as shall then be prescribed by the SEC as contemplated by Section 3.17 (minus all liabilities of the Trust) by the number of Units (including the Units to be purchased) then outstanding. Depositor shall tender to the Trustee the aggregate purchase price for the Units to be purchased pursuant to this Section 3.15 by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as designated in writing by the Trustee after the date hereof), and the Trustee shall tender the above cash purchase price to each the Ineligible Holder at his address as shown on by the records of the Trustee or the nominee holder through which the Ineligible Holder holds such UnitsTrustee, either in person or by mail as provided in Section 12.611.05, accompanied by notice of cancellation. Concurrently with such tender the Trustee shall reflect the purchase of such cancel or cause to be cancelled all Units (including any Certificates representing certificated Units) then owned by such Ineligible Holder and for which tender has been made, and the Trustee shall reflect such purchase in the records of the Trustee and instruct the transfer agent for the Units, if there shall then be one other than the Trustee, in writing to reflect such purchase in the records of such transfer agent. Upon such purchase, all interests, rights and benefits of the Ineligible Holder as a Unitholder shall terminate. In the event the tender is refused by the Ineligible Holder or if the tendered sum is returned he cannot be located after reasonable efforts to the Trusteedo so, the tendered sum shall be held by the Trustee in a non- an interest bearing account (unless the Trustee determines that it is legally required to hold the amount in an interest-bearing account) for the benefit of such Ineligible Holder, until proper claim for same (together with interest, if any, interest accrued thereon) has been made by such Ineligible Holderholder, but subject to applicable laws concerning unclaimed property. If a Determination Day shall occur prior to the earliest date at which a Reserve Report is available to the Trust and at such time, the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by the good faith resolution of Grantor’s Board of Directors, a copy of which, certified by Grantor’s Secretary, will be provided by Grantor to the Trustee promptly upon the adoption thereof. (c) To the extent that the aggregate purchase price of the Units held by Ineligible Holders required to be purchased by the Depositor pursuant to Section 3.15(b) exceeds the IH Purchase CapThe Trustee may, then the Trustee shall have the right to in its sole discretion, cause the Trust to purchase, and shall cause the Trust borrow any amount required to purchase, any such redeem Units in excess of accordance with the IH Purchase Cap to the extent cash is available to the Trust (pursuant to Section 3.7, Depositor Loans or Royalty proceeds) on the same terms and conditions and in the same manner as set forth in Section 3.15(b)procedures described above. (d) Notwithstanding any other provision of this Agreement, the Trustee shall incur no liability to any Unitholder or to any other person as a result of any action the Trustee may take or fail to take under this Section 3.15 or otherwise as a result of the Trustee’s compliance or inability for any reason to comply with its duties under this Section 3.15, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (pursuant to Article XI) or a final, nonappealable judgment of a court of competent jurisdiction.

Divestiture of Units. If at any time (i) the Trust Trust, the Trustee or the Delaware Trustee is named a party in any judicial or administrative proceeding which seeks the cancellation or forfeiture of any property in which the Trust has an interest or asserting the invalidity of or otherwise challenging the Royalty Interests or any portion thereof or (ii) the Trustee is notified by Eastern States or an Affiliate of Eastern States in writing of any such proceeding to which Eastern States or such Affiliate is made a party relating to the Underlying Properties, in either case because of the nationality, citizenship or any other status, of any one or more Unitholders, the following procedures will shall be applicable: (a) The Trustee will shall promptly give written notice (“"Notice”") to each Unitholder (“"Ineligible Holder”") whose nationality nationality, citizenship or other status is an issue in the proceeding as to the existence of such controversy related to the Royalties, the Trust or the Unitscontroversy. The Notice will shall contain a reasonable summary of such controversy controversy, shall include and will shall constitute a demand to each Ineligible Holder that he dispose of his Units to a party Person which would not be an Ineligible Holder within 30 days after the date of the NoticeNotice and shall advise such Ineligible Holder of the consequences set forth in paragraphs (b) and (c) of this Section 3.12 if such Ineligible Holder fails to dispose of his Units. (b) If any Ineligible Holder fails to dispose of his Units as required by prior to the Notice, Depositor will have the right to purchase, and will purchase, any such Units at any time during the 90 days 90th day after the expiration of the 30-day period specified in the Notice; provided that , the Trustee shall cancel all outstanding Certificates issued in no case shall Depositor be required the name of such Ineligible Holder, effect a Confirmation reflecting the transfer of Units evidenced by such cancelled Certificates to purchase Units for an aggregate purchase price the Trust and issue a Certificate in excess of $1 million (“IH Purchase Cap”). The purchase price on a per Unit basis will be determined as the name of the last Business Day (“Determination Day”) preceding Trust evidencing such Units. Such Units shall be held as treasury interests by the end of Trust and shall be deemed to be redeemed or cancelled. Upon such issuance, the 30-day period specified in Trustee shall use Best Efforts to promptly sell, to the Notice and will equal the following per Unit amount: (i) if the extent permitted by law, such Units are then listed on a securities exchange the price will equal the closing price of the Units on or other securities market where such exchange (or, if the Units are then listed on more than one exchange, on the largest such exchange in terms of the volume of Units traded thereon during the preceding twelve months) on the Determination Day if any Units were sold on such exchange on such day or, if not, on the last preceding day on which any Units were sold on such exchange; (ii) if or otherwise traded. If the Units are not then listed at such time actively traded on any a securities exchange, but are traded through a market system, the price will equal the mean between the closing bid and asked prices for the Units in such market system on the Determination Day if quotations for such prices on such day are available or, if not, on the last preceding day for which such quotations are available; or (iii) if the Units are not then listed on any stock exchange or traded through any market systemother securities market, the price will be determined by dividing the present value of the estimated discounted future net revenues attributable to proved reserves of the Royalties as reflected in the latest Reserve Report prepared for the Trust, prepared using a discount rate of ten percent (10%) or such other rate required by the SEC and otherwise in accordance with such other criteria as shall then be prescribed by the SEC as contemplated by Section 3.17 (minus all liabilities of the Trust) by the number of Units (including the Units to be purchased) then outstanding. Depositor shall tender to the Trustee the aggregate purchase price for the Units to be purchased pursuant to this Section 3.15 by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as designated in writing by the Trustee after the date hereof), and the Trustee shall tender the above cash purchase price use Best Efforts to each effect a private sale in any manner permitted by law. The Ineligible Holder shall be given notice of any such cancellation and subsequent transfer at his address as shown on the records of the Trustee or the nominee holder through which the in accordance with Section 11.08 hereof accompanied by a request that such Ineligible Holder holds such Unitssurrender to the Trustee the cancelled Certificates. Upon receipt by the Trustee of the cancelled Certificates, either in person or by mail as provided in Section 12.6, accompanied by notice of cancellation. Concurrently with such tender the Trustee shall reflect pay the purchase proceeds of any such Units then owned by such Ineligible Holder and for which tender has been made, and the Trustee shall reflect such purchase in the records sale (net of the Trustee and instruct the transfer agent for the Units, if there shall then be one other than the Trustee, in writing sales expenses) to reflect such purchase in the records of such transfer agent. Upon such purchase, all interests, rights and benefits of the Ineligible Holder as a Unitholder shall terminateHolder. In If the event cancelled Certificates are not surrendered, the tender is refused by the Ineligible Holder or if the tendered sum is returned to the TrusteeIneligible Holder cannot be located after reasonable efforts, the tendered sum above cash purchase price shall be held by the Trustee in a non- non-interest bearing escrow account (unless which account shall not constitute a part of the Trustee determines that it is legally required to hold the amount in an interest-bearing accountTrust Estate) for the benefit of such Ineligible Holder, until proper claim for same (together with interest, if any, accrued thereon) has been made by such Ineligible Holder, but subject to applicable laws concerning unclaimed property. If a Determination Day shall occur prior to the earliest date at which a Reserve Report is available to the Trust and at such time, the Any Certificate previously evidencing Units are not then listed on any stock exchange or traded through any market system, the price will be determined by the good faith resolution of Grantor’s Board of Directors, a copy of which, certified by Grantor’s Secretary, will be provided by Grantor transferred to the Trustee promptly upon the adoption thereofpursuant to this Section 3.12 shall cease to represent any Units. (c) To If any Ineligible Holder fails to dispose of his Units within 30 days after the extent that the aggregate purchase price date of the Notice, cash distributions in respect of Units held by for Quarterly Record Dates following the expiration of such 30-day period shall be suspended to such Ineligible Holders required to be purchased Holder and paid into a non-interest bearing escrow account (which account shall not constitute a part of the Trust Estate) maintained by the Depositor Trustee in respect of such Units for so long as the Ineligible Holder continues to own such Units. Upon the disposition of such Units by the Ineligible Holder to a party who is not an Ineligible Holder or upon cancellation of the Certificates evidencing such Units pursuant to Section 3.15(bparagraph (b) exceeds the IH Purchase Capabove, all cash distributions then the Trustee held in escrow in respect of such transferred Units shall have the right be distributed to cause the Trust to purchase, and shall cause the Trust to purchase, any such Units in excess of the IH Purchase Cap to the extent cash is available to the Trust (pursuant to Section 3.7, Depositor Loans or Royalty proceeds) on the same terms and conditions and in the same manner as set forth in Section 3.15(b)Ineligible Holder. (d) Notwithstanding any other provision of this Agreement, the Trustee shall incur no liability to any Unitholder or to any other person as a result of any action the Trustee may take or fail to take under this Section 3.15 or otherwise as a result of the Trustee’s compliance or inability for any reason to comply with its duties under this Section 3.15, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (pursuant to Article XI) or a final, nonappealable judgment of a court of competent jurisdiction.

Divestiture of Units. If at any time the Trust or the Trustee is named a party in any judicial or administrative proceeding which seeks the cancellation or forfeiture of any property in which the Trust has an interest because of the nationality, or any other status, of any one or more Unitholders, the following procedures will be applicable: (a) The Trustee will promptly give written notice (“"Notice”") to each Unitholder (“"Ineligible Holder”") whose nationality or other status is an issue in the proceeding as to the existence of such controversy related to the Royalties, the Trust or the Trust Units. The Notice will contain a reasonable summary of such controversy and will constitute a demand to each Ineligible Holder that he dispose of his Units to a party which would not be an Ineligible Holder within 30 days after the date of the Notice. (b) If any Ineligible Holder fails to dispose of his Units as required by the Notice, Depositor the Trustee will have the right to purchase, and will purchase, any such Units at any time during the 90 days after the expiration of the 30-day period specified in the Notice; provided that in no case shall Depositor be required to purchase Units for an aggregate purchase price in excess of $1 million (“IH Purchase Cap”). The purchase price on a per Unit basis will be determined as of the last Business Day (“Determination Day”"determination day") preceding the end of the 30-day period specified in the Notice and will equal the following per Unit amount: (i) if the Units are then listed on a securities exchange the price will equal the closing price of the Units on such exchange (or, if the Units are then listed on more than one exchange, on the largest such exchange in terms of the volume of Units traded thereon during the preceding twelve months) on the Determination Day determination day if any Units were sold on such exchange on such day or, if not, on the last preceding day on which any Units were sold on such exchange; exchange or (ii) if the Units are not then listed on any securities exchange, but are traded through a market system, the price will equal the mean between the closing bid and asked prices for the Units in such market system on the Determination Day determination day if quotations for such prices on such day are available or, if not, on the last preceding day for which such quotations are available; available or (iii) if the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by dividing multiplying the present value of the estimated discounted future net revenues attributable to proved reserves of the Royalties as reflected in the latest Reserve Report prepared for the Trust, prepared using a discount rate of ten percent (10%) or such other rate required by the SEC and otherwise in accordance with such other criteria as shall then be prescribed by the SEC as contemplated by Section 3.17 Trust (minus all liabilities of the Trust) by 1.4 and by then dividing such amount by the number of Units (including the Units to be purchased) then outstanding. Depositor shall Such purchase will be accomplished by tender to the Trustee the aggregate purchase price for the Units to be purchased pursuant to this Section 3.15 by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as designated in writing by the Trustee after the date hereof), and the Trustee shall tender the above cash purchase price to each the Ineligible Holder at his address as shown on the records of the Trustee or the nominee holder through which the Ineligible Holder holds such UnitsTrustee, either in person or by mail as provided in Section 12.612.06, accompanied by notice of cancellation. Concurrently with such tender the Trustee shall reflect the purchase of such cancel or cause to be cancelled all Certificates representing Units then owned by such Ineligible Holder and for which tender has been made, and the Trustee shall reflect such purchase in issue or cause to be issued to itself a Certificate or Certificates representing the records same number of the Trustee and instruct the transfer agent for the Units, if there shall then be one other than the Trustee, in writing to reflect such purchase in the records of such transfer agentUnits as were so cancelled. Upon such purchasecancellation, the Ineligible Holder shall part with the Beneficial Interest attributable to the Units theretofore owned by him and all interests, rights and benefits of the Ineligible Holder as a Unitholder shall terminate. In the event the tender is refused by the Ineligible Holder or if the tendered sum is returned he cannot be located after reasonable efforts to the Trusteedo so, the tendered sum shall be held by the Trustee in a non- an interest bearing account (unless the Trustee determines that it is legally required to hold the amount in an interest-bearing account) for the benefit of such Ineligible Holder, until proper claim for same (together with interest, if any, interest accrued thereon) has been made by such Ineligible Holder, but subject to applicable laws concerning unclaimed property. If a Determination Day shall occur prior to the earliest date at which a Reserve Report is available to the Trust and at such time, the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by the good faith resolution of Grantor’s Board of Directors, a copy of which, certified by Grantor’s Secretary, will be provided by Grantor to the Trustee promptly upon the adoption thereof. (c) To The Trustee may, in its sole discretion, cancel any Units acquired in accordance with the extent that foregoing procedures or may sell such Units, either publicly or privately, in accordance with all applicable laws. The proceeds of any such sale of Units, less the aggregate purchase price expenses of such sale, will constitute revenues of the Units held by Ineligible Holders required to be purchased by the Depositor pursuant to Section 3.15(b) exceeds the IH Purchase Cap, then the Trustee shall have the right to cause the Trust to purchase, and shall cause the Trust to purchase, any such Units in excess of the IH Purchase Cap to the extent cash is available to the Trust (pursuant to Section 3.7, Depositor Loans or Royalty proceeds) on the same terms and conditions and in the same manner as set forth in Section 3.15(b)Trust. (d) Notwithstanding any other provision of this Agreement, the Trustee shall incur no liability to any Unitholder or to any other person as a result of any action the Trustee may take or fail to take under this Section 3.15 or otherwise as a result of the Trustee’s compliance or inability for any reason to comply with its duties under this Section 3.15, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (pursuant to Article XI) or a final, nonappealable judgment of a court of competent jurisdiction.

Divestiture of Units. If at any time the Trust or the Trustee is named made a party in any judicial or administrative proceeding which seeks the cancellation or forfeiture of any property in which the Trust has an interest because of the nationality, or any other status, of any one or more UnitholdersUnit Holders, the following procedures will be applicable: (a) The Trustee will promptly give written notice (“"Notice”") of the existence of such controversy to each Unitholder Unit Holder (“"Ineligible Holder”") whose nationality or other status is an issue in the proceeding as to the existence and will mail a copy of such controversy related notice to SOC and the Royalties, the Trust or the UnitsCompany. The Notice will contain a reasonable summary of such controversy and will constitute a demand to each Ineligible Holder that he dispose of his Units to a party which that would not be an Ineligible Holder Holder, within 30 days after the date of the Notice. (b) If any Ineligible Holder fails to dispose of his Units as required by the Notice, Depositor will the Trustee shall have the right to purchase, redeem and will purchase, shall redeem any such Units at any time during the 90 days after the expiration of the 30-day period specified in the Notice; provided that in no case shall Depositor be required to purchase Units for an aggregate purchase price in excess of $1 million (“IH Purchase Cap”). The purchase redemption price on a per Unit basis will be determined as of the last Business Day (“Determination Day”"determination day") preceding the end of the 30-day period specified in the Notice and will equal the following per Unit amount: : (i1) if the Units are then listed on a securities exchange stock exchange, the price will equal the closing price of the Units on such stock exchange (or, if the Units are then listed on more than one stock exchange, on the largest such stock exchange in terms of the volume of Units traded thereon during the preceding twelve 12 months, or for the period the Units have been traded on such stock exchange if less than 12 months) on the Determination Day determination day if any Units units were sold on such stock exchange on such day or, if not, on the last day preceding the determination day on which any Units were sold on such stock exchange; , or (ii2) if the Units are not then listed on any securities exchange, stock exchange but are traded through a market systemin the over-the-counter market, the price will equal the closing bid price on the determination date as quoted on the National Market System of the National Association of Securities.Dealers Automatic Quotation System if the Units are so quoted or, if not, the mean between the closing bid and asked prices for the Units in such the over-the-counter market system on the Determination Day determination day, if quotations for such prices on such day are available or, if not, on the last day preceding the determination day for which such quotations are available; or , or (iii3) if the Units are not then neither listed on any stock exchange or nor traded through any market systemin the over-the- counter market, the price will be determined shall equal the price which, in the written opinion of a recognized firm of investment bankers selected by dividing the present Trustee, is the fair market value of the estimated discounted future net revenues attributable Units. The Trustee in relying on the opinion of such investment banking firm, shall have full authorization and be entitled to proved reserves of the Royalties as reflected full protection provided by Section 7.05 hereof. If the Trustee cannot obtain an opinion from an investment banking firm which in the latest Reserve Report prepared for the TrustTrustee's sole discretion is competent to render such opinion, prepared using a discount rate of ten percent (10%) or such other rate required by the SEC and otherwise in accordance with such other criteria as shall then be prescribed by the SEC as contemplated by Section 3.17 (minus all liabilities of the Trust) by the number of Units (including the Units to be purchased) then outstanding. Depositor shall tender to the Trustee may obtain (and rely on) the aggregate purchase price for the Units to be purchased pursuant to this Section 3.15 by wire transfer opinion of immediately available funds to the account of any other advisor or expert which the Trustee set forth on Schedule 1 in its sole discretion believes to have sufficient competence to render such opinion. Such redemption (or such other account as designated in writing sale) will be accomplished by the Trustee after the date hereof), and the Trustee shall tender of the above cash purchase price to each the Ineligible Holder at his address as shown on the records of the Trustee or the nominee holder through which the Ineligible Holder holds such UnitsTrustee, either in person or by mail as provided in Section 12.612.05 hereof, accompanied by notice of cancellation. Concurrently with such tender the Trustee shall reflect the purchase of such cancel or cause to be cancelled all Certificates representing Units then owned by such Ineligible Holder and for which tender has been made, and the Trustee shall reflect such purchase in the records of the Trustee and instruct the transfer agent for the Units, if there shall then be one other than the Trustee, in writing to reflect such purchase in the records of such transfer agent. Upon such purchase, all interests, rights and benefits of the Ineligible Holder as a Unitholder shall terminate. In the event the tender is refused by the Ineligible Holder or if the tendered sum is returned he cannot be located after reasonable efforts to the Trusteedo so, the tendered but unclaimed sum shall be held by the Trustee in a non- non-interest bearing account (unless the Trustee determines that it is legally required to hold the amount account, uninvested and in an interest-bearing account) trust for the benefit of such Ineligible Holder, until proper claim for same (together with interest, if any, accrued thereon) has been made by such holder, but subject to applicable laws concerning unclaimed property. (c) During any period prior to the Opinion Date which is not an Insignificant Investor Period, if the redemption provided in paragraph (b) of this Section 6.12, if effected by the Trust, would constitute a non-exempt "prohibited transaction" within the meaning of section 406 of ERISA or section 4975 of the Code, the Units subject to the Trust's right of redemption shall be purchased by the Company or by another Person eligible to purchase such Units and designated by the Company in a transaction which does not constitute such a non-exempt "prohibited transaction." Such purchase shall be accomplished by tender of the cash price referred to in paragraph (b) to the Ineligible Holder at his address as shown on the records of the Trustee, either in person or by mail as provided in Section 12.05 hereof, accompanied by notice that the Units will be transferred to the purchaser. In the event the tender is refused by the Ineligible Holder or if he cannot be located after reasonable efforts to do so, the Company shall cause the tendered but unclaimed sum to be placed in a non-interest bearing account, uninvested and in trust for the benefit of such Ineligible Holder, until a proper claim for same has been made by such holder, but subject to applicable laws concerning unclaimed property. If a Determination Day Upon receipt by the Trustee of notice from the Company or the purchaser that the tender has been refused or that the Ineligible Holder has not been located after reasonable efforts to do so and that the tendered but unclaimed sum has been placed in trust as provided herein, the Trustee shall occur prior cause to be transferred to the earliest date at which a Reserve Report is available purchaser the Units purchased and shall issue to the Trust purchaser Certificates representing such Units. Such transfer and at such time, issuance shall be effected notwithstanding the fact that the Certificates representing the Units are purchased have not then listed on any stock exchange or traded through any market system, the price will be determined by the good faith resolution of Grantor’s Board of Directors, a copy of which, certified by Grantor’s Secretary, will be provided by Grantor been presented to the Trustee promptly upon for cancellation, and from and after the adoption thereof. (c) To the extent that the aggregate purchase price date of the Units held by Ineligible Holders required to be purchased by the Depositor pursuant to Section 3.15(b) exceeds the IH Purchase Cap, then the Trustee such transfer such Certificates shall have only represent the right to cause receive the Trust to purchase, and shall cause funds held in trust for the Trust to purchase, any benefit of such Units in excess of the IH Purchase Cap to the extent cash is available to the Trust (pursuant to Section 3.7, Depositor Loans or Royalty proceeds) on the same terms and conditions and in the same manner as set forth in Section 3.15(b)Ineligible Holder. (d) Notwithstanding The Trustee may cause the Trust to borrow any other provision amount required to redeem Units in accordance with the procedures described in paragraph (b) above, or if the Trustee is unable to effect such borrowing the Trustee may cause the Trust to sell a portion of this Agreement, the Trust Estate for cash in order to obtain funds to effect such redemption; provided that the Trustee shall incur no liability to any Unitholder or to any other person as a result of any action effect such borrowing only upon the Trustee may take or fail to take terms and conditions specified in Section 6.06 hereof and shall effect such sale only under this the conditions specified in Section 3.15 or otherwise as a result of the Trustee’s compliance or inability for any reason to comply with its duties under this Section 3.15, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (pursuant to Article XI) or a final, nonappealable judgment of a court of competent jurisdiction6.02 hereof.

Divestiture of Units. If at any time the Trust or the Trustee is named a party in any judicial or administrative proceeding which seeks the cancellation or forfeiture of any property in which the Trust has an interest because of the nationality, or any other status, of any one or more Unitholders, the following procedures will be applicable: (a) The Trustee will promptly give written notice (“Notice”"NOTICE") to each Unitholder (“Ineligible Holder”"INELIGIBLE HOLDER") whose nationality or other status is an issue in the proceeding as to the existence of such controversy related to the Royalties, the Trust or the Units. The Notice will contain a reasonable summary of such controversy and will constitute a demand to each Ineligible Holder that he dispose of his Units to a party which would not be an Ineligible Holder within 30 days after the date of the Notice. (b) If any Ineligible Holder fails to dispose of his Units as required by the Notice, Depositor the Trustee will have the right to purchase, and will purchase, any such Units at any time during the 90 days after the expiration of the 30-day period specified in the Notice; provided that in no case shall Depositor be required to purchase Units for an aggregate purchase price in excess of $1 million (“IH Purchase Cap”). The purchase price on a per Unit basis will be determined as of the last Business Day (“Determination Day”"DETERMINATION DAY") preceding the end of the 30-day period specified in the Notice and will equal the following per Unit amount: (i) if the Units are then listed on a securities exchange the price will equal the closing price of the Units on such exchange (or, if the Units are then listed on more than one exchange, on the largest such exchange in terms of the volume of Units traded thereon during the preceding twelve months) on the Determination Day determination day if any Units were sold on such exchange on such day or, if not, on the last preceding day on which any Units were sold on such exchange; exchange or (ii) if the Units are not then listed on any securities exchange, but are traded through a market system, the price will equal the mean between the closing bid and asked prices for the Units in such market system on the Determination Day determination day if quotations for such prices on such day are available or, if not, on the last preceding day for which such quotations are available; available or (iii) if the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by dividing the present value of the estimated discounted future net revenues attributable to proved reserves of the Royalties as reflected in the latest Reserve Report prepared for the Trust, prepared using a discount rate of ten percent (10%) or such other rate required by the SEC and otherwise in accordance with such other criteria as shall then be prescribed by the SEC as contemplated by Section 3.17 (minus all liabilities of the Trust) by the number of Units (including the Units to be purchased) then outstanding. Depositor shall Such purchase will be accomplished by tender to the Trustee the aggregate purchase price for the Units to be purchased pursuant to this Section 3.15 by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as designated in writing by the Trustee after the date hereof), and the Trustee shall tender the above cash purchase price to each the Ineligible Holder at his address as shown on the records of the Trustee or the nominee holder through which the Ineligible Holder holds such UnitsTrustee, either in person or by mail as provided in Section 12.6, accompanied by notice of cancellation. Concurrently with such tender the Trustee shall reflect the purchase of such cancel or cause to be cancelled all Certificates representing Units then owned by such Ineligible Holder and for which tender has been made, and the Trustee shall reflect such purchase in issue or cause to be issued to itself a Certificate or Certificates representing the records same number of the Trustee and instruct the transfer agent for the Units, if there shall then be one other than the Trustee, in writing to reflect such purchase in the records of such transfer agentUnits as were so cancelled. Upon such purchasecancellation, the Ineligible Holder shall part with the Beneficial Interest attributable to the Units theretofore owned by him and all interests, rights and benefits of the Ineligible Holder as a Unitholder shall terminate. In the event the tender is refused by the Ineligible Holder or if the tendered sum is returned he cannot be located after reasonable efforts to the Trusteedo so, the tendered sum shall be held by the Trustee in a non- an interest bearing account (unless the Trustee determines that it is legally required to hold the amount in an interest-bearing account) for the benefit of such Ineligible Holder, until proper claim for same (together with interest, if any, interest accrued thereon) has been made by such Ineligible Holder, but subject to applicable laws concerning unclaimed property. If a Determination Day determination day shall occur prior to the earliest date at which a Reserve Report is available to the Trust and at such time, the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by the good faith resolution of Grantor’s 's Board of Directors, a copy of which, certified by Grantor’s 's Secretary, will be provided by Grantor to the Trustee promptly upon the adoption thereof. (c) To The Trustee may, in its sole discretion, cancel any Units acquired in accordance with the extent that foregoing procedures or may sell such Units, either publicly or privately, in accordance with all applicable laws. The proceeds of any such sale of Units, less the aggregate purchase price expenses of such sale, will constitute revenues of the Units held by Ineligible Holders required to be purchased by the Depositor pursuant to Section 3.15(b) exceeds the IH Purchase Cap, then the Trustee shall have the right to cause the Trust to purchase, and shall cause the Trust to purchase, any such Units in excess of the IH Purchase Cap to the extent cash is available to the Trust (pursuant to Section 3.7, Depositor Loans or Royalty proceeds) on the same terms and conditions and in the same manner as set forth in Section 3.15(b)Trust. (d) Notwithstanding any other provision of this Agreement, the Trustee shall incur no liability to any Unitholder or to any other person as a result of any action the Trustee may take or fail to take under this Section 3.15 or otherwise as a result of the Trustee’s compliance or inability for any reason to comply with its duties under this Section 3.15, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (pursuant to Article XI) or a final, nonappealable judgment of a court of competent jurisdiction.

Divestiture of Units. If at any time the Trust or the Trustee is named a party in any judicial or administrative proceeding which seeks the cancellation or forfeiture of any property in which the Trust has an interest because of the nationality, or any other status, of any one or more UnitholdersUnit Holders, the following procedures will be applicable: (a) The Trustee will promptly give written notice (“"Notice”") to each Unitholder holder (“"Ineligible Holder”") whose nationality or other status is an issue in the proceeding as to the existence of such controversy related to the Royalties, the Trust or the Unitscontroversy. The Notice will contain a reasonable summary of such controversy and will constitute a demand to each Ineligible Holder that he dispose of his Units Units, to a party which would not be an Ineligible Holder Holder, within 30 days after the date of the Notice. (b) If any Ineligible Holder fails to dispose of his Units as required by the Notice, Depositor the Trustee will have the preemptive right to purchase, and will purchase, any such Units at any time during the 90 days after the expiration of the 30-day period specified in the Notice; provided that in no case shall Depositor be required to purchase Units for an aggregate purchase price in excess of $1 million (“IH Purchase Cap”). The purchase price on a per Unit basis will be determined as of the last Business Day business day (“Determination Day”"determination day") preceding the end of the 30-day period specified in the Notice and will equal the following per Unit amount: (i) if the Units are then listed on a securities exchange stock exchange, the price will equal the closing price of the Units on such exchange (or, if the Units are then listed on more than one exchange, on the largest such exchange in terms of the volume of Units traded thereon during the preceding twelve months) on the Determination Day determination day if any Units were sold on such exchange on such day or, if not, on the last preceding day on which any Units were sold on such exchange; , or (ii) if the Units are not then listed on any securities stock exchange, but are traded through a market system, the price will equal the mean between the closing bid and asked prices for the Units in such the over-the-counter market system on the Determination Day determination day if quotations for such prices on such day are available or, if not, on the last preceding day for which such quotations are available; or (iii) if the Units are not then listed on any stock exchange or traded through any market system, the price . Such purchase will be determined accomplished by dividing the present value tender of the estimated discounted future net revenues attributable to proved reserves of the Royalties as reflected in the latest Reserve Report prepared for the Trust, prepared using a discount rate of ten percent (10%) or such other rate required by the SEC and otherwise in accordance with such other criteria as shall then be prescribed by the SEC as contemplated by Section 3.17 (minus all liabilities of the Trust) by the number of Units (including the Units to be purchased) then outstanding. Depositor shall tender to the Trustee the aggregate purchase price for the Units to be purchased pursuant to this Section 3.15 by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as designated in writing by the Trustee after the date hereof), and the Trustee shall tender the above cash purchase price to each the Ineligible Holder at his address as shown on the records of the Trustee or the nominee holder through which the Ineligible Holder holds such UnitsTrustee, either in person or by mail as provided in Section 12.611.06, accompanied by notice of cancellation. Concurrently with such tender the Trustee shall reflect the purchase of such Units cancel or cause to be cancelled all Certificates representing units then owned by such Ineligible Holder and for which tender has been made, and the Trustee shall reflect such purchase in issue or cause to be issued to itself a Certificate or Certificates representing the records same number of the Trustee and instruct the transfer agent for the Units, if there shall then be one other than the Trustee, in writing to reflect such purchase in the records of such transfer agent. Upon such purchase, all interests, rights and benefits of the Ineligible Holder Units as a Unitholder shall terminatewere so cancelled. In the event the tender is refused by the Ineligible Holder or if the tendered sum is returned he cannot be located after reasonable efforts to the Trusteedo so, the tendered sum shall be held by the Trustee in a non- an interest bearing account (unless the Trustee determines that it is legally required to hold the amount in an interest-bearing account) for the benefit of such Ineligible Holder, until proper claim for same (together with interest, if any, interest accrued thereon) has been made by such Ineligible Holder, but subject to applicable laws concerning unclaimed property. If a Determination Day shall occur prior to the earliest date at which a Reserve Report is available to the Trust and at such time, the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by the good faith resolution of Grantor’s Board of Directors, a copy of which, certified by Grantor’s Secretary, will be provided by Grantor to the Trustee promptly upon the adoption thereof. (c) To The Trustee may, in its sole discretion, cancel any Units acquired in accordance with the extent that foregoing procedures or may sell such Units, either publicly or privately, in accordance with all applicable laws. The proceeds of any such sale of Units, less the aggregate purchase price expenses of such sale, will constitute revenues of the Units held by Ineligible Holders required to be purchased by the Depositor pursuant to Section 3.15(b) exceeds the IH Purchase Cap, then the Trustee shall have the right to cause the Trust to purchase, and shall cause the Trust to purchase, any such Units in excess of the IH Purchase Cap to the extent cash is available to the Trust (pursuant to Section 3.7, Depositor Loans or Royalty proceeds) on the same terms and conditions and in the same manner as set forth in Section 3.15(b)Trust. (d) Notwithstanding The Trustee may, in its sole discretion, borrow any other provision of this Agreement, amounts required to purchase Units in accordance with the Trustee shall incur no liability to any Unitholder or to any other person as a result of any action the Trustee may take or fail to take under this Section 3.15 or otherwise as a result of the Trustee’s compliance or inability for any reason to comply with its duties under this Section 3.15, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (pursuant to Article XI) or a final, nonappealable judgment of a court of competent jurisdictionprocedures described above.

Divestiture of Units. If at any time the Trust or the Trustee is named a party in any judicial or administrative proceeding which seeks the cancellation or forfeiture of any property in which the Trust has an interest because of the nationality, or any other status, of any one or more Unitholders, the following procedures will be applicable: (a) The Trustee will promptly give written notice (“"Notice”") to each Unitholder (“"Ineligible Holder”") whose nationality or other status is an issue in the proceeding as to the existence of such controversy related to the Royalties, the Trust or the Trust Units. The Notice will contain a reasonable summary of such controversy and will constitute a demand to each Ineligible Holder that he dispose of his Units to a party which would not be an Ineligible Holder within 30 days after the date of the Notice. (b) If any Ineligible Holder fails to dispose of his Units as required by the Notice, Depositor the Trustee will have the right to purchase, and will purchase, any such Units at any time during the 90 days after the expiration of the 30-day period specified in the Notice; provided that in no case shall Depositor be required to purchase Units for an aggregate purchase price in excess of $1 million (“IH Purchase Cap”). The purchase price on a per Unit basis will be determined as of the last Business Day (“Determination Day”"determination day") preceding the end of the 30-day period specified in the Notice and will equal the following per Unit amount: (i) if the Units are then listed on a securities exchange the price will equal the closing price of the Units on such exchange (or, if the Units are then listed on more than one exchange, on the largest such exchange in terms of the volume of Units traded thereon during the preceding twelve months) on the Determination Day if any Units were sold on such exchange on such day or, if not, on the last preceding day on which any Units were sold on such exchange; (ii) if the Units are not then listed on any securities exchange, but are traded through a market system, the price will equal the mean between the closing bid and asked prices for the Units in such market system on the Determination Day if quotations for such prices on such day are available or, if not, on the last preceding day for which such quotations are available; or (iii) if the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by dividing the present value of the estimated discounted future net revenues attributable to proved reserves of the Royalties as reflected in the latest Reserve Report prepared for the Trust, prepared using a discount rate of ten percent (10%) or such other rate required by the SEC and otherwise in accordance with such other criteria as shall then be prescribed by the SEC as contemplated by Section 3.17 (minus all liabilities of the Trust) by the number of Units (including the Units to be purchased) then outstanding. Depositor shall tender to the Trustee the aggregate purchase price for the Units to be purchased pursuant to this Section 3.15 by wire transfer of immediately available funds to the account of the Trustee set forth on Schedule 1 (or such other account as designated in writing by the Trustee after the date hereof), and the Trustee shall tender the above cash purchase price to each Ineligible Holder at his address as shown on the records of the Trustee or the nominee holder through which the Ineligible Holder holds such Units, either in person or by mail as provided in Section 12.6, accompanied by notice of cancellation. Concurrently with such tender the Trustee shall reflect the purchase of such Units then owned by such Ineligible Holder and for which tender has been made, and the Trustee shall reflect such purchase in the records of the Trustee and instruct the transfer agent for the Units, if there shall then be one other than the Trustee, in writing to reflect such purchase in the records of such transfer agent. Upon such purchase, all interests, rights and benefits of the Ineligible Holder as a Unitholder shall terminate. In the event the tender is refused by the Ineligible Holder or if the tendered sum is returned to the Trustee, the tendered sum shall be held by the Trustee in a non- interest bearing account (unless the Trustee determines that it is legally required to hold the amount in an interest-bearing account) for the benefit of such Ineligible Holder, until proper claim for same (together with interest, if any, accrued thereon) has been made by such Ineligible Holder, but subject to applicable laws concerning unclaimed property. If a Determination Day shall occur prior to the earliest date at which a Reserve Report is available to the Trust and at such time, the Units are not then listed on any stock exchange or traded through any market system, the price will be determined by the good faith resolution of Grantor’s Board of Directors, a copy of which, certified by Grantor’s Secretary, will be provided by Grantor to the Trustee promptly upon the adoption thereof. (c) To the extent that the aggregate purchase price of the Units held by Ineligible Holders required to be purchased by the Depositor pursuant to Section 3.15(b) exceeds the IH Purchase Cap, then the Trustee shall have the right to cause the Trust to purchase, and shall cause the Trust to purchase, any such Units in excess of the IH Purchase Cap to the extent cash is available to the Trust (pursuant to Section 3.7, Depositor Loans or Royalty proceeds) on the same terms and conditions and in the same manner as set forth in Section 3.15(b). (d) Notwithstanding any other provision of this Agreement, the Trustee shall incur no liability to any Unitholder or to any other person as a result of any action the Trustee may take or fail to take under this Section 3.15 or otherwise as a result of the Trustee’s compliance or inability for any reason to comply with its duties under this Section 3.15, unless such liability arises out of, or is based upon, any fraudulent misrepresentation, gross negligence, or willful misconduct of the Trustee or for acts or omissions in bad faith as adjudicated by arbitration (pursuant to Article XI) or a final, nonappealable judgment of a court of competent jurisdiction.preceding