Common use of Duties and Powers of the Trustee Clause in Contracts

Duties and Powers of the Trustee. A. The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Company or the Trust Beneficiaries contemplated by and complying with the terms of this Agreement and/or the Plan, and to that extent shall be relieved of the prudent man rule for investments. B. The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Agreement, unless it be first indemnified by the Company against its prospective costs, expenses and liability, and the Company hereby agrees to indemnify the Trustee for such costs, expenses and liability. C. The Trustee may consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of the Trustee's duties or obligations hereunder, and shall have no liability for any losses occasioned by the Company or any Trust Beneficiary as a result of acting or refraining from acting in accordance with the advice of such counsel. D. The Trustee may hire agents, accountants, actuaries and financial consultants. E. The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust in order to fund the Supplemental Benefits payable to the Trust Beneficiaries: 1. The Trustee shall have no power, except in accordance with Article III of this Agreement, to name as a beneficiary of any policy any person or entity other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. 2. The Trust shall own any insurance policies purchased hereunder outright, subject to any claims of creditors as provided in Article IV.B of this Agreement. 3. The Insurance Company shall not be responsible to see to the execution of performance of this Trust.

Duties and Powers of the Trustee. A. 4.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Company or the Trust Beneficiaries Administrator which is contemplated by by, and complying with in conformity with, the terms of the Plan or this Agreement and/or the Plan, Trust and to that extent shall be relieved of the prudent man rule for investments. B. The Trustee shall not be required to undertake or to defend any litigation arising is given in connection with this Agreement, unless it be first indemnified by the Company against its prospective costs, expenses and liability, and the Company hereby agrees to indemnify the Trustee for such costs, expenses and liability. C. The Trustee may consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of the Trustee's duties or obligations hereunder, and shall have no liability for any losses occasioned writing by the Company or any Trust Beneficiary as the Administrator. In the event of a result dispute between the Company and a party, the Trustee may apply to a court of acting or refraining from acting in accordance with competent jurisdiction to resolve the advice of such counseldispute. D. 4.2 The Trustee shall invest and reinvest the Trust Fund, without distinction between principal and income. In addition to the powers and authority granted to the Trustee pursuant to state law, the provisions of ERISA (to the extent applicable), and the common law, the Trustee shall have the power and authority: 4.2.1 To purchase or subscribe for and invest in any securities, but not including any securities of the Trustee or any affiliate of the Trustee if the Trustee is a corporation, and to retain any such securities in the Trust Fund. Without in any way intending to limit the generality of the foregoing, the said term "securities" shall be deemed to include common and preferred stocks, mortgages, debentures, bonds, notes or other evidences of indebtedness, and other forms of securities. All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee. The Trustee may hire agents, accountants, actuaries invest and financial consultants. E. The Trustee shall have, without exclusion, reinvest all powers conferred on Trustees by applicable law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset or a portion of the Trust Fund in order shares of any open-ended investment fund or company. 4.2.2 To deal with all or any part of the Trust Fund; to fund acquire any property by purchase, subscription, lease, or other means; to sell for cash or on credit, convey, lease for long or short terms, or convert, redeem, or exchange all or any part of the Supplemental Benefits payable Trust Fund; to hold part of the Trust Fund uninvested or in savings accounts or certificates of deposit including those offered by the Trustee if the Trustee is a bank, or in money market funds managed by the Trustee or an affiliate of the Trustee. 4.2.3 To vote, or give proxies to vote, any stock or other security, and to waive notice of meetings, to oppose, participate in, and consent to the reorganization, merger, consolidation, or readjustment of the finances of any enterprise, to pay assessments and expenses in connection therewith and to deposit securities under deposit agreements. 4.2.4 To register any investment held in the Trust Beneficiaries: 1. The in its own name or in the name of its nominee, or to hold any investment in bearer form, but the books and records of the Trustee shall have no powerat all times show that all such investments are part of the Trust. 4.2.5 To make, except execute, acknowledge and deliver any and all documents, deeds and conveyance, and any and all other instruments necessary or appropriate to carry out the powers herein granted. 4.2.6 To enforce by suit or otherwise, or to waive, its rights on behalf of the Trust Fund, and to defend claims asserted against it or the Trust Fund; to compromise, adjust and settle any and all claims against or in accordance favor of it or the Trust Fund. 4.2.7 To renew, extend, or foreclose any mortgage or other security; to bid on property in foreclosure; to take deeds in lieu of foreclosure, with Article III or without paying a consideration therefor. 4.2.8 To employ agents, investment advisers, consultants and actuaries necessary for the operation of this Agreementthe Trust and to request the advice and assistance of counsel, including counsel for the Company, or other counsel designated by the Administrator or by the Trustee. 4.2.9 In the event that the Company authorizes the transfer of all or a portion of the assets of the Trust to an insurance company, to name enter into and execute on behalf of the Trust all such documents and instruments necessary or appropriate to carry out such transfer. 4.2.10 To do all such other acts, execute all such other instruments and take such other proceedings and exercise all such other privileges and rights with relation to any asset constituting a part of the Trust as a beneficiary are necessary to carry out the purpose of any policy any person or entity other than the Trust, to assign and no person dealing with the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. 2. The Trust Trustee shall own any insurance policies purchased hereunder outright, subject to any claims of creditors as provided in Article IV.B of this Agreement. 3. The Insurance Company shall not be responsible bound to see to the execution application of performance any money or property paid or delivered to the Trustee or to inquire into the validity or propriety of this Trustany such transaction. 4.3 No persons dealing with the Trustee shall be under any obligation to see to the proper application of any money paid or property delivered to the Trustee or to inquire into the Trustee's authority as to any transaction. 4.4 The Trustee may make any distribution required hereunder by mailing its check for the specified amount, or delivering the specified property, to the person to whom such distribution or payment is to be made, at such address as may have been last furnished to the Trustee, or if no such address shall have been furnished, to such person in care of the Company, or to the Administrator or (if so directed by the Administrator) by crediting the account of such person or by transferring the funds to such person's account by bank or wire transfer.

Duties and Powers of the Trustee. A. 4.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances circumstance then prevailing that a prudent man person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Company or the Trust Beneficiaries Committee which is contemplated by by, and complying with in conformity with, the terms of the Plan or this Agreement and/or the Plan, Trust and to that extent shall be relieved of the prudent man rule for investments. B. The Trustee shall not be required to undertake or to defend any litigation arising is given in connection with this Agreement, unless it be first indemnified by the Company against its prospective costs, expenses and liability, and the Company hereby agrees to indemnify the Trustee for such costs, expenses and liability. C. The Trustee may consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of the Trustee's duties or obligations hereunder, and shall have no liability for any losses occasioned writing by the Company or any the Committee. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. 4.2 The Trustee shall follow the written directions of the Committee with respect to investing and reinvesting the Trust Beneficiary as a result Fund. The Company shall be responsible to ensure that such written directions of acting or refraining from acting the Committee are made in accordance with the advice of such counsel. D. The Trustee may hire agents, accountants, actuaries Plan and financial consultants. E. The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust in order are not contrary to fund the Supplemental Benefits payable to the Trust Beneficiaries: 1taw. The Trustee shall have no responsibility to monitor investments of the Trust Fund and shall not be liable for any investment losses or other consequences resulting from any action or inaction of the Company or the Committee with respect to the investments of the Trust Fund. Subject to said directions, the Trustee shall have the power: 4.2.1 To purchase or subscribe for and invest in any securities, except but not including any securities of the Trustee or any affiliate of the Trustee, and to retain any such securities in accordance the Trust Fund. Without in any way intending to limit the generality of the foregoing, the said term “securities” shall be deemed to include common and preferred stocks, mortgages, debentures, bonds, notes or other evidences of indebtedness, and other forms of securities. All rights associated with Article III assets of this Agreementthe Trust shall be exercised by the Trustee, or by the person designated by the Trustee, and shall in no event be exercisable by or rest with Plan participants. The Company shall have the right at any time, and from time to time in its sole discretion, to name as substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by the Company in a beneficiary nonfiduciary capacity without the approval or consent of any policy person in a fiduciary capacity. Upon the written direction of the committee, the Trustee shall invest and reinvest all or a portion of the Trust Fund in shares of any person open-ended investment fund or entity company, including those managed by an affiliate of the Trustee. 4.2.2 To deal with all or any part of the Trust Fund; to acquire any property by purchase, subscription, lease, or other than means; to sell for cash or on credit, convey, lease for long or short terms, or convert, redeem, or exchange all or any part of the Trust Fund; to hold part of the Trust Fund uninvested or in savings accounts or certificates of deposit offered by the Trustee, or in money market funds managed by the Trustee or an affiliate of the Trustee. 4.2.3 To vote, or give proxies to vote, any stock or other security, and to waive notice of meetings, to oppose, participate in, and consent to the reorganization, merger, consolidation, or readjustment of the finances of any enterprise, to pay assessments and expenses in connection therewith and to deposit securities under deposit agreements. 4.2.4 To register any investment held in the Trust in its own name or in the name of its nominee, or to hold any investment in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust. 4.2.5 To make, execute, acknowledge and deliver any and all documents, deeds and conveyance, and any and all other instruments necessary or appropriate to carry out the powers herein granted. 4.2.6 To enforce by suit or otherwise, or to waive, it right on behalf of the Trust Fund, and to defend claims asserted against it or the Trust Fund; to compromise, adjust and settle any and all claims against or in favor of it or the Trust Fund. 4.2.7 To renew, extend, or foreclose any mortgage or other security; to bid on property in foreclosure; to take deeds in lieu of foreclosure, with or without paying a consideration therefor. 4.2.8 To employ agents necessary for the operation of the Trust and to request the advice and assistance of counsel, including counsel for the Company, or other counsel designated by the Committee or by the Trustee. 4.2.9 In the event that the Company authorized the transfer of all or a portion of the assets of the Trust to an insurance company, to enter into and execute on behalf of the Trust all such documents and instruments necessary or appropriate to carry out such transfer. 4.2.10 To do all such other acts, execute all such other instruments and take such other proceedings and exercise all such other privileges and rights with relation to any asset constituting a part of the Trust as are necessary to carry out the purpose of the Trust, to assign and no person dealing with the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. 2. The Trust Trustee shall own any insurance policies purchased hereunder outright, subject to any claims of creditors as provided in Article IV.B of this Agreement. 3. The Insurance Company shall not be responsible bound to see to the execution application of performance any money or property paid or delivered to the Trustee or to inquire into the validity or propriety of this Trustany such transaction. 4.3 No persons dealing with the Trustee shall be under any obligation to see to the proper application of any money paid or property delivered to the Trustee or to inquire into the Trustee’s authority as to any transaction. 4.4 The Trustee may make any distribution required hereunder by mailing its check for the specified amount, or delivering the specified property, to the person to whom such distribution or payment is to be made, at such address as may have been last furnished to the Trustee, or if no such address shall have been furnished, to such person in care of the Company, or to the Committee or (if so directed by the Committee) by crediting the account of such person or by transferring the funds to such person’s account by bank or wire transfer.

Duties and Powers of the Trustee. A. 6.1 The Trustee shall act take into its custody or control and invest, hold and/or maintain the Trust Property from time to time at the direction of the Management Company strictly in terms of the provisions of the Rules, the Regulations, Constitutive Documents and the conditions, if any, imposed by the Commission from time to time. The Trustee shall comply with the careprovisions of the Rules, skillthe Regulations and the Constitutive Documents for any act or matter to be done by it in the performance of its duties and such acts or matters may also be performed on behalf of the Trustee by (a) a designated officer of the Trustee, prudence or (b) nominee or agent appointed by the Trustee with the written approval of the Management Company; provided, that the Trustee shall be responsible for the acts and omissions of all persons to whom it may delegate any of its duties as if they were its own acts and omissions and shall account to the Trust for any loss in value of the Trust Property where such loss has been caused by negligence or any reckless or willful act and/or omission of the Trustee or any of its directors, officers, nominees or agents. 6.2 The Trustee shall take under its control all the Trust Property and hold the same in trust for the Unit Holders in accordance with the Rules, Regulations and the provisions of this Deed. The Trustee has the responsibility for being the nominal owner of and for the safe custody of the assets of the Scheme on behalf of the Unit Holders, within the framework of the Rules, the Regulations, this Deed and Offering Document. The cash and registerable assets shall be registered in the name of, or to the order of, the Trustee. 6.3 The Trustee shall nominate one or more of its officers to act as attorney(s) for performing the functions of the Trustee and interact with the Management Company and such nomination shall be intimated to the Management Company. 6.4 The Trustee shall exercise all due diligence and vigilance and comply with the Rules, the Regulations, the Constitutive Documents, guidelines, codes, circulars, directives or any other applicable laws in carrying out its duties and in protecting the interest of the Unit Holders. The Trustee shall not be under any liability on account of anything done or suffered by the Trust, if the Trustee has acted in good faith in accordance with or in pursuance of any request of the Management Company; provided that, they are not in conflict with the provisions of the Constitutive Documents, the Rules or the Regulations. Whenever pursuant to any provision of this Deed any certificate, notice, direction, instruction or other communication is to be given by the Management Company to the Trustee, the Trustee may accept 6.5 The Trustee shall not be liable for any loss caused to the Fund or to the value of the Trust Property due to any elements or circumstances of Force Majeure. The Trustee shall not be under any liability except such liability as may be expressly assumed by it under the circumstances then prevailing that a prudent man acting Rules, the Regulations and this Deed nor shall the Trustee (save as herein otherwise provided) be liable for any act or omission of the Management Company nor for anything except its own negligence or willful breach of duty hereunder. If for any reason it becomes impossible or impracticable to carry out the provisions of this Deed the Trustee shall not be under any liability therefore or thereby and it shall not incur any liability by reason of any error of law or any matter or thing done or suffered or omitted, to be done in a like capacity good faith hereunder. 6.6 The Trustee shall carry out the instructions of the Management Company in all matters including investment and familiar disposition of the Trust Property unless such instructions are in conflict with such matters would use in the conduct provisions of an enterprise of a like character the Constitutive Documents, Rules and with like aimsthe Regulations; provided, however, that the Trustee shall incur no liability to anyone if for any action taken pursuant reason it is not possible to a direction, request, carry out any instructions or approval given by fulfill or effectuate any of the Company or the Trust Beneficiaries contemplated by and complying with the terms provisions of this Agreement and/or Deed, the Plan, and to that extent shall be relieved of the prudent man rule for investments. B. The Trustee shall not be required responsible therefor and it shall not incur any liability for anything done or omitted to undertake or to defend any litigation arising be done in connection with this Agreement, unless it be first indemnified by the Company against its prospective costs, expenses and liability, and the Company hereby agrees to indemnify the Trustee for such costs, expenses and liabilitygood faith. C. The Trustee may consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of the Trustee's duties or obligations hereunder, and shall have no liability for any losses occasioned by the Company or any Trust Beneficiary as a result of acting or refraining from acting in accordance with the advice of such counsel. D. The Trustee may hire agents, accountants, actuaries and financial consultants. E. 6.7 The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law unless expressly provided otherwise herein; provided, however, ensure that if an insurance policy is held the investment and borrowing limitations specified in the Regulations and the Constitutive Documents are complied with. 6.8 The Trustee shall provide to the Management Company such information as an asset the Management Company may require from time to time in respect of the Trust in order to fund the Supplemental Benefits payable Property and all other matters relating to the Trust Beneficiaries: 1. The Trustee shall have no power, except in accordance with Article III of this Agreement, to name as a beneficiary of any policy any person or entity other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. 2. The Trust shall own any insurance policies purchased hereunder outright, subject to any claims of creditors as provided in Article IV.B of this Agreement. 3. The Insurance Company shall not be responsible to see to the execution of performance of this Trust.

Duties and Powers of the Trustee. A. The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Company or the Trust Beneficiaries contemplated by and complying with the terms of this Agreement and/or the Plan, and to that extent shall be relieved of the prudent man rule for investments. B. The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Agreement, unless it be first indemnified by the Company against its prospective costs, expenses and liability, and the Company hereby agrees to indemnify the Trustee for such costs, expenses and liability. C. The Trustee may consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of the Trustee's ’s duties or obligations hereunder, and shall have no liability for any losses occasioned by the Company or any Trust Beneficiary as a result of acting or refraining from acting in accordance with the advice of such counsel. D. The Trustee may hire agents, accountants, actuaries and financial consultants. E. The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust in order to fund the Supplemental Benefits payable to the Trust Beneficiaries: 1. The Trustee shall have no power, except in accordance with Article III of this Agreement, to name as a beneficiary of any policy any person or entity other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. 2. The Trust shall own any insurance policies purchased hereunder outright, subject to any claims of creditors as provided in Article IV.B of this Agreement. 3. The Insurance Company shall not be responsible to see to the execution of or performance of this Trust.

Duties and Powers of the Trustee. A. 4.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Company Bank or the Administrator which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by the Bank or the Administrator. In the event of a dispute between the Bank and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. 4.2 The Trustee shall invest and reinvest the Trust Fund, without distinction between principal and income. In addition to the powers and authority granted to the Trustee pursuant to state law, the provisions of ERISA (to the extent applicable), and the common law, the Trustee shall have the power and authority: 4.2.1 To purchase or subscribe for and invest in any securities, but not including any securities of the Bank or any affiliate of the Bank, or any securities of the Trustee or any affiliate of the Trustee if the Trustee is a corporation, and to retain any such securities in the Trust Fund. Without in any way intending to limit the generality of the foregoing, the said term "securities" shall be deemed to include common and preferred stocks, mortgages, debentures, bonds, notes or other evidences of indebtedness, and other forms of securities. All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee. The Trustee may invest and reinvest all or a portion of the Trust Fund in shares of any open-ended investment fund or Bank. 4.2.2 To deal with all or any part of the Trust Fund; to acquire any property by purchase, subscription, lease, or other means; to sell for cash or on credit, convey, lease for long or short terms, or convert, redeem, or exchange all or any part of the Trust Fund; to hold part of the Trust Fund uninvested or in savings accounts or certificates of deposit including those offered by the Trustee if the Trustee is a bank, or in money market funds managed by the Trustee or an affiliate of the Trustee. 4.2.3 To vote, or give proxies to vote, any stock or other security, and to waive notice of meetings, to oppose, participate in, and consent to the reorganization, merger, consolidation, or readjustment of the finances of any enterprise, to pay assessments and expenses in connection therewith and to deposit securities under deposit agreements. 4.2.4 To register any investment held in the Trust in its own name or in the name of its nominee, or to hold any investment in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust. 4.2.5 To make, execute, acknowledge and deliver any and all documents, deeds and conveyance, and any and all other instruments necessary or appropriate to carry out the powers herein granted. 4.2.6 To enforce by suit or otherwise, or to waive, its rights on behalf of the Trust Fund, and to defend claims asserted against it or the Trust Beneficiaries contemplated by Fund; to compromise, adjust and complying settle any and all claims against or in favor of it or the Trust Fund. 4.2.7 To renew, extend, or foreclose any mortgage or other security; to bid on property in foreclosure; to take deeds in lieu of foreclosure, with or without paying a consideration therefor. 4.2.8 To employ agents, investment advisers, consultants and actuaries necessary for the terms operation of this Agreement and/or the Plan, Trust and to that extent shall be relieved request the advice and assistance of the prudent man rule for investments. B. The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Agreementcounsel, unless it be first indemnified by the Company against its prospective costs, expenses and liability, and the Company hereby agrees to indemnify the Trustee for such costs, expenses and liability. C. The Trustee may consult with legal counsel (who may also be including counsel for the Trustee generally) with respect to any Bank, or other counsel designated by the Administrator or by the Trustee. 4.2.9 In the event that the Bank authorizes the transfer of all or a portion of the Trustee's duties or obligations hereunder, and shall have no liability for any losses occasioned by the Company or any Trust Beneficiary as a result of acting or refraining from acting in accordance with the advice of such counsel. D. The Trustee may hire agents, accountants, actuaries and financial consultants. E. The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset assets of the Trust in order to fund the Supplemental Benefits payable an insurance company, to enter into and execute on behalf of the Trust Beneficiaries:all such documents and instruments necessary or appropriate to carry out such transfer. 1. The Trustee shall have no power4.2.10 To do all such other acts, except in accordance execute all such other instruments and take such other proceedings and exercise all such other privileges and rights with Article III relation to any asset constituting a part of this Agreement, the Trust as are necessary to name as a beneficiary carry out the purpose of any policy any person or entity other than the Trust, to assign and no person dealing with the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. 2. The Trust Trustee shall own any insurance policies purchased hereunder outright, subject to any claims of creditors as provided in Article IV.B of this Agreement. 3. The Insurance Company shall not be responsible bound to see to the execution application of performance any money or property paid or delivered to the Trustee or to inquire into the validity or propriety of this Trustany such transaction. 4.3 No persons dealing with the Trustee shall be under any obligation to see to the proper application of any money paid or property delivered to the Trustee or to inquire into the Trustee's authority as to any transaction. 4.4 The Trustee may make any distribution required hereunder by mailing its check for the specified amount, or delivering the specified property, to the person to whom such distribution or payment is to be made, at such address as may have been last furnished to the Trustee, or if no such address shall have been furnished, to such person in care of the Bank, or to the Administrator or (if so directed by the Administrator) by crediting the account of such person or by transferring the funds to such person's account by bank or wire transfer.

Duties and Powers of the Trustee. A. 4.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances circumstance then prevailing that a prudent man person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Company or the Trust Beneficiaries Committee which is contemplated by by, and complying with in conformity with, the terms of the Plan or this Agreement and/or the Plan, Trust and to that extent shall be relieved of the prudent man rule for investments. B. The Trustee shall not be required to undertake or to defend any litigation arising is given in connection with this Agreement, unless it be first indemnified by the Company against its prospective costs, expenses and liability, and the Company hereby agrees to indemnify the Trustee for such costs, expenses and liability. C. The Trustee may consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of the Trustee's duties or obligations hereunder, and shall have no liability for any losses occasioned writing by the Company or any the Committee. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. 4.2 The Trustee shall follow the written directions of the Committee with respect to investing and reinvesting the Trust Beneficiary as a result Fund. The Company shall be responsible to ensure that such written directions of acting or refraining from acting the Committee are made in accordance with the advice of such counsel. D. The Trustee may hire agents, accountants, actuaries Plan and financial consultants. E. The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust in order are not contrary to fund the Supplemental Benefits payable to the Trust Beneficiaries: 1law. The Trustee shall have no responsibility to monitor investments of the Trust Fund and shall not be liable for any investment losses or other consequences resulting from any action or inaction of the Company or the Committee with respect to the investments of the Trust Fund. Subject to said directions, the Trustee shall have the power: 4.2.1 To purchase or subscribe for and invest in any securities, except but not including any securities of the Trustee or any affiliate of the Trustee, and to retain any such securities in accordance the Trust Fund. Without in any way intending to limit the generality of the foregoing, the said term "securities" shall be deemed to include common and preferred stocks, mortgages, debentures, bonds, notes or other evidences of indebtedness, and other forms of securities. All rights associated with Article III assets of this Agreementthe Trust shall be exercised by the Trustee, or by the person designated by the Trustee, and shall in no event be exercisable by or rest with Plan participants. The Company shall have the right at any time, and from time to time in its sole discretion, to name as substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by the Company in a beneficiary nonfiduciary capacity without the approval or consent of any policy person in a fiduciary capacity. Upon the written direction of the committee, the Trustee shall invest and reinvest all or a portion of the Trust Fund in shares of any person open-ended investment fund or entity company, including those managed by an affiliate of the Trustee. 4.2.2 To deal with all or any part of the Trust Fund; to acquire any property by purchase, subscription, lease, or other than means; to sell for cash or on credit, convey, lease for long or short terms, or convert, redeem, or exchange all or any part of the Trust Fund; to hold part of the Trust Fund uninvested or in savings accounts or certificates of deposit offered by the Trustee, or in money market funds managed by the Trustee or an affiliate of the Trustee. 4.2.3 To vote, or give proxies to vote, any stock or other security, and to waive notice of meetings, to oppose, participate in, and consent to the reorganization, merger, consolidation, or readjustment of the finances of any enterprise, to pay assessments and expenses in connection therewith and to deposit securities under deposit agreements. 4.2.4 To register any investment held in the Trust in its own name or in the name of its nominee, or to hold any investment in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust. 4.2.5 To make, execute, acknowledge and deliver any and all documents, deeds and conveyance, and any and all other instruments necessary or appropriate to carry out the powers herein granted. 4.2.6 To enforce by suit or otherwise, or to waive, it right on behalf of the Trust Fund, and to defend claims asserted against it or the Trust Fund; to compromise, adjust and settle any and all claims against or in favor of it or the Trust Fund. 4.2.7 To renew, extend, or foreclose any mortgage or other security; to bid on property in foreclosure; to take deeds in lieu of foreclosure, with or without paying a consideration therefor. 4.2.8 To employ agents necessary for the operation of the Trust and to request the advice and assistance of counsel, including counsel for the Company, or other counsel designated by the Committee or by the Trustee. 4.2.9 In the event that the Company authorized the transfer of all or a portion of the assets of the Trust to an insurance company, to enter into and execute on behalf of the Trust all such documents and instruments necessary or appropriate to carry out such transfer. 4.2.10 To do all such other acts, execute all such other instruments and take such other proceedings and exercise all such other privileges and rights with relation to any asset constituting a part of the Trust as are necessary to carry out the purpose of the Trust, to assign and no person dealing with the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. 2. The Trust Trustee shall own any insurance policies purchased hereunder outright, subject to any claims of creditors as provided in Article IV.B of this Agreement. 3. The Insurance Company shall not be responsible bound to see to the execution application of performance any money or property paid or delivered to the Trustee or to inquire into the validity or propriety of this Trustany such transaction. 4.3 No persons dealing with the Trustee shall be under any obligation to see to the proper application of any money paid or property delivered to the Trustee or to inquire into the Trustee's authority as to any transaction. 4.4 The Trustee may make any distribution required hereunder by mailing its check for the specified amount, or delivering the specified property, to the person to whom such distribution or payment is to be made, at such address as may have been last furnished to the Trustee, or if no such address shall have been furnished, to such person in care of the Company, or to the Committee or (if so directed by the Committee) by crediting the account of such person or by transferring the funds to such person's account by bank or wire transfer.

Duties and Powers of the Trustee. A. 5.1. The Trustee shall act comply with the care, skill, prudence provisions of this Deed and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use Regulations for any act or matter to be done by it in the conduct performance of an enterprise its duties and such acts or matters may also be performed on behalf of a like character and the Trustee by any officer or responsible official of the Trustee or by any nominee or agent appointed by the Trustee with like aims; provided, however, the approval of the RMC: Provided that the Trustee shall incur no liability be responsible for the acts and omissions of all persons to anyone whom it may delegate any of its duties, as if these were its own acts and omissions and shall account to the Trust for any action taken pursuant to a direction, request, or approval given by the Company or the Trust Beneficiaries contemplated by and complying with the terms of this Agreement and/or the Plan, and to that extent shall be relieved loss in value of the prudent man rule for investmentsREIT Assets where such loss has been caused by negligence or any reckless act or wilful and/or omission of the Trustee or any of its directors, officers, nominees or agents. B. 5.2. The Trustee shall exercise all due diligence and vigilance in carrying out its duties and in protecting the interests of the Unit Holders. The Trustee shall not be required under any liability on account of anything done or suffered by the Trustee in good faith in accordance with or in pursuance of any request of the RMC, provided they are not in conflict with the provisions of this Deed, the Offering Document, the Regulations, directions, guidelines, circulars or any other applicable laws. Whenever pursuant to undertake any provision of this Deed any Unit, notice, direction, instruction or other communication is to be given by the RMC to the Trustee, the Trustee may accept as sufficient evidence thereof a document signed or purporting to be signed on behalf of the RMC by any person whose signature the Trustee is for the time being authorized in writing by the RMC to accept. The Trustee shall not be liable for any loss caused to the REIT Scheme or to defend the value of the REIT Assets due to any litigation arising elements or circumstances of Force Majeure. 5.3. The Trustee shall make available or ensure that there is made available to the RMC such information as the RMC may reasonably require from time to time in connection with this Agreementrespect of the REIT Assets and all other matters relating to the REIT Scheme. 5.4. The Trustee shall issue a report to the Unit Holders to be included in the quarterly and the annual accounts, unless it be first indemnified by indicating the Company against its prospective costslevel of compliance and the extent of violations, expenses and liabilityin comparison to Business Plan, and whether in its opinion, the Company hereby agrees to indemnify RMC has in all material respect managed the Trustee for such costs, expenses and liability. C. The Trustee may consult with legal counsel (who may also be counsel for the Trustee generally) with respect to any of the Trustee's duties or obligations hereunder, and shall have no liability for any losses occasioned by the Company or any Trust Beneficiary as a result of acting or refraining from acting REIT Scheme in accordance with the advice provisions of such counselthe Regulations and this Deed and if the RMC has not done so, the respect in which it has not done so and the steps the Trustee has taken in respect thereof. D. 5.5. The Trustee may hire agentsshall, accountantsif requested by the RMC or if it considers necessary for the protection of REIT Assets or safeguarding the interest of the Unit Holders, actuaries institute or defend suits and financial consultantsproceedings, including ejectment cases against defaulters of rent, applications for fixation of fair rent, arbitration or inquiry and appeals up to the court of highest competent jurisdiction in respect of the REIT Assets or any part thereof, with full powers to sign, swear, verify and submit pleadings and affidavits, to file documents; to give evidence, to appoint and remove counsel and to do all incidental acts, things and deeds through the Trustee’s authorized officers. All costs, charges and expenses (including reasonable legal fees) incurred in instituting or defending any such actions shall be borne by the Trust and the Trustee shall be indemnified against all such costs, charges and expenses; provided that no such indemnity shall be available in respect of any action taken against the Trustee for negligence or breach of fiduciary duties in connection with the duties as the Trustee under this Deed or the Regulations. The Trustee and the RMC shall not be liable in respect of any losses, claims, damages or other liabilities whatsoever suffered or incurred by the Trust arising from or consequent to any such suits, legal proceedings, arbitrations or inquiries or otherwise howsoever and (save as herein otherwise provided) all such losses, claims, damages and other liabilities shall be borne by the Trust. E. The Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust in order to fund the Supplemental Benefits payable to the Trust Beneficiaries: 15.6. The Trustee shall have no power, not be under any liability except in accordance with Article III such liability as may be expressly assumed by it under the Regulations and this Deed nor shall the Trustee (save as herein otherwise provided) be liable neither for any act or omission of the RMC or for anything except its own negligence or wilful breach of duty hereunder. If for any reason it becomes impossible or impracticable to carry out the provisions of this Agreement, to name as a beneficiary of any policy any person or entity other than Deed the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. 2. The Trust shall own any insurance policies purchased hereunder outright, subject to any claims of creditors as provided in Article IV.B of this Agreement. 3. The Insurance Company Trustee shall not be responsible under any liability therefor or thereby and it shall not incur any liability by reason of any error of law or any matter or things done or suffered or omitted to see be done in good faith hereunder. 5.7. Any transaction between the Closed-end Scheme and the RMC or any of their Connected Persons as principal may only be made with the prior written consent of the Trustee. 5.8. The Trustee shall nominate one or more of its officers to act as authorized persons for performing the Trustee’s functions and for interacting with the RMC. Any change in such authorized persons shall be promptly notified to the execution of performance of this TrustRMC.