Common use of Trustee's Duties Clause in Contracts

Trustee's Duties. (a) Subject to Section 5.01 and the provisions of the Collateral Security Documents, the Trustee will have power to enter into any agreement or take any action required by the Collateral Security Documents pursuant to the terms thereof and to institute and to maintain such suits and proceedings, to the extent permitted under the terms of the Collateral Security Documents, as it may deem expedient to prevent any impairment of the Company Collateral or the Subsidiaries Collateral by any acts which may be unlawful or in violation of the Collateral Security Documents or this Indenture, including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest in contravention of this Indenture or be prejudicial to the interests of the Holders of Securities issued hereunder or of the Trustee. (b) The powers conferred upon the Trustee by this Article V are solely to protect the Security Interest and will not impose any duty upon the Trustee to exercise any such powers except as expressly provided in this Indenture. The Trustee will be under no duty to the Company or any Subsidiary whatsoever to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Company Collateral or Subsidiaries Collateral or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenture. The Trustee will not be liable to the Company or any Subsidiary for failure to collect or realize upon any or all of the Company Collateral or the Subsidiaries Collateral, or for any delay in so doing, nor will the Trustee be under any duty to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or the Trustee's rights in or to, any of the Company Collateral or Subsidiaries Collateral.

Trustee's Duties. (a) Subject to Section 5.01 10.01 and the provisions of the Collateral Security Documents, the Trustee will have power to enter into any agreement or take any action required by the Collateral Security Documents pursuant to the terms thereof and to institute and to maintain such suits and proceedings, to the extent permitted under the terms of the Collateral Security Documents, as it may deem expedient to prevent any impairment of the Company Collateral or the Subsidiaries Collateral by any acts which may be unlawful or in violation of the Collateral Security Documents or this Indenture, including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest security interest provided for in Section 10.01 in contravention of this Indenture or be prejudicial to the interests of the Holders of Securities Five-Year Notes issued hereunder or of the Trustee. (b) The powers conferred upon the Trustee by this Article V 10 are solely to protect the Security Interest security interest provided for in Section 10.01 and will not impose any duty upon the Trustee to exercise any such powers except as provided in the last sentence of Section 10.03 and as otherwise expressly provided in this Indenture. The Trustee will be under no duty to the Company Alderwoods or any Subsidiary Guarantor whatsoever to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Company Collateral or Subsidiaries Collateral or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenture. The Trustee will not be liable to the Company Alderwoods or any Subsidiary Guarantor for failure to collect or realize upon any or all of the Company Collateral or the Subsidiaries Collateral, or for any delay in so doing, nor will the Trustee be under any duty to the Company Alderwoods or any Subsidiary Guarantor to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company Alderwoods or to the Holders to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or the Trustee's rights in or to, any of the Company Collateral or Subsidiaries Collateral.

Trustee's Duties. (a) Subject If requested by Beneficiary to Section 5.01 and the provisions foreclose this lien, Trustee shall: 1. either personally or by agent give notice of the Collateral Security Documents, the Trustee will have power to enter into any agreement or take any action foreclosure sale as required by the Collateral Security Documents pursuant Texas Property Code, as then amended; 2. sell and convey all or part of the Property to the terms thereof highest bidder for cash with a general warranty binding Grantor, subject to prior liens, if any, and to institute other exceptions to conveyance and warranty; provided, however, if so requested by Beneficiary, Trustee shall conduct any foreclosure sale hereunder subject to maintain the requirement that the successful bidder at any such suits sale execute and proceedingsdeliver to and for the benefit of Beneficiary such instruments and documents as Beneficiary may reasonably require, all in recordable form, in order to evidence the continued validity, subsistence and enforceability of this deed of trust to secure performance following any such foreclosure sale for so long as any of the Obligations to be performed by Grantor herein remain to be satisfied and discharged; and 3. from the proceeds of the sale, pay, in this order: a. first, to the extent permitted under payment of expenses of foreclosure, including, without limitation, a reasonable commission to Trustee; b. second, to Beneficiary, the terms full amount advanced, attorney’s fees and other sums and charges secured hereby and/or due and unpaid; c. third, if, on any foreclosure of the Collateral Security DocumentsProperty as aforesaid, as it may deem expedient there shall remain unpaid any sums or indebtedness, or there shall remain unsatisfied any Obligations, the payment or performance of which are to prevent be made or discharged by Grantor, and for which Beneficiary has been indemnified by Grantor hereunder, then in such event, Beneficiary may, in its sole and absolute discretion, elect to: (1) retain and hold any impairment balance of the Company Collateral or bid and apply the Subsidiaries Collateral by any acts which may be unlawful or in violation same from time to time toward payment of the Collateral Security Documents or this Indenturecosts of performing the Obligations which are to be performed by Grantor, including and for which Beneficiary has been indemnified by Grantor hereunder, in such order and in such manner as Beneficiary, in Beneficiary’s sole discretion, may elect, and Grantor hereby assigns to Beneficiary any such balance of the power bid, but Beneficiary shall account to institute Grantor for any surplus remaining at such time as all such Obligations for which Xxxxxxx is responsible have been fully satisfied and maintain suits or proceedings to restrain discharged; and/or (2) apply any such balance of the enforcement bid as a credit toward the then outstanding balance, if any, of or compliance with any legislative or other governmental enactmentthose Obligations involving the payment of money, rulein such manner as Beneficiary, or order that in Beneficiary’s sole discretion, may be unconstitutional or otherwise invalid or if the enforcement ofelect, or compliance with, such enactment, rule or order would impair the Security Interest in contravention of this Indenture or be prejudicial and Grantor hereby consents to the interests application of any such balance of the Holders bid as a credit on the then outstanding balance of Securities issued hereunder or those Obligations involving the payment of the Trustee. (b) The powers conferred upon the Trustee by this Article V are solely money, but Beneficiary shall account to protect the Security Interest and will not impose any duty upon the Trustee to exercise any such powers except as expressly provided in this Indenture. The Trustee will be under no duty to the Company or any Subsidiary whatsoever to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Company Collateral or Subsidiaries Collateral or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenture. The Trustee will not be liable to the Company or any Subsidiary for failure to collect or realize upon any or all of the Company Collateral or the Subsidiaries Collateral, or Grantor for any delay in so doing, nor will the Trustee be under any duty to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or the Trustee's rights in or tosurplus remaining; d. fourth, any of the Company Collateral or Subsidiaries Collateralamounts required by law to be paid before payment to Grantor; and x. xxxxx, to Grantor, any balance.

Trustee's Duties. The Issuer shall deliver written notice to the Trustee as soon as practicable but no later than thirty (a30) Subject to Section 5.01 and the provisions days of becoming aware of the Collateral Security Documentsoccurrence of an Event of Default. In case of an Event of Default under this Indenture of which a Responsible Officer of the Trustee shall have received written notice at the corporate trust office of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. If an Event of Default occurs and is continuing with respect to the Notes, the Trustee will have power no obligation to enter into any agreement or take any action required at the direction of any Holders of the Notes, unless they have offered the Trustee security or indemnity satisfactory to the Trustee in its sole discretion. The Majority Holders, through a decision taken by the Collateral Security Documents pursuant Holders in accordance with the provisions of Section 7.1 (Acts of Holders), shall have the right to direct the time, method and place of conducting any proceeding in the name of and on the behalf of the Trustee for any remedy available to the terms thereof and Trustee or exercising any trust or power conferred on the Trustee with respect to institute and to maintain such suits and proceedingssecurities. However, to the extent permitted under the terms this direction (a) must not be in conflict with any rule of the Collateral Security Documents, as it may deem expedient to prevent any impairment of the Company Collateral or the Subsidiaries Collateral by any acts which may be unlawful or in violation of the Collateral Security Documents Applicable Law or this Indenture, including the power to institute Indenture and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may (b) must not be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest in contravention of this Indenture or be unjustly prejudicial to the interests Holder(s) of such Notes not taking part in the Holders direction, in the case of Securities issued hereunder either (a) or of the Trustee. (b) The powers conferred upon as determined by the Trustee by this Article V are solely to protect the Security Interest and will not impose any duty upon the Trustee to exercise any such powers except as expressly provided in this Indentureits sole discretion. The Trustee will be under no duty will, within ninety (90) days of an Event of Default with respect to the Company or any Subsidiary whatsoever Notes, give to make or give any presentment, demand for performance, each affected Holder of the Notes notice of nonperformance, protest, notice any Event of protest, notice of dishonor, or other notice or demand in connection with any Company Collateral or Subsidiaries Collateral or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenture. The Trustee will not be liable Default known to the Company Trustee, unless the Event of Default has been cured or any Subsidiary for failure to collect or realize upon any or all of the Company Collateral or the Subsidiaries Collateral, or for any delay in so doing, nor will the Trustee be under any duty to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or the Trustee's rights in or to, any of the Company Collateral or Subsidiaries Collateral.waived

Trustee's Duties. The Issuer shall deliver written notice to the Trustee as soon as practicable but no later than thirty (a30) Subject to Section 5.01 days of becoming aware of the occurrence of an Enforcement Event. In case of an Enforcement Event under this Indenture of which a Responsible Officer of the Trustee shall have received written notice at the corporate trust office of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. For these purposes, an “Enforcement Event” shall occur (i) upon the occurrence of a Winding-Up Event, or (ii) if default is made by the Issuer in the payment of any principal or interest due in respect of the Notes or any of them and the provisions default continues for a period of 14 days in either case, as described under Section 8.1 (Enforcement Events and Remedies). The Majority Holders, through a decision taken by the Collateral Security DocumentsHolders in accordance with this Indenture, may not waive any past Enforcement Event specified in clauses (i) and (ii) in the preceding sentence. If an Enforcement Event occurs and is continuing with respect to the Notes, the Trustee will have power no obligation to enter into any agreement or take any action required at the direction of any Holders of the Notes, unless they have offered the Trustee security or indemnity satisfactory to the Trustee in its sole discretion. The Majority Holders, through a decision taken by the Collateral Security Documents pursuant Holders in accordance with the provisions of Section 9.1 (Acts of Holders), shall have the right to direct the time, method and place of conducting any proceeding in the name of and on the behalf of the Trustee for any remedy available to the terms thereof and Trustee or exercising any trust or power conferred on the Trustee with respect to institute and to maintain such suits and proceedingssecurities. However, to the extent permitted under the terms this direction (a) must not be in conflict with any rule of the Collateral Security Documents, as it may deem expedient to prevent any impairment of the Company Collateral or the Subsidiaries Collateral by any acts which may be unlawful or in violation of the Collateral Security Documents Applicable Law or this Indenture, including the power to institute Indenture and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may (b) must not be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest in contravention of this Indenture or be unjustly prejudicial to the interests Holder(s) of such Notes not taking part in the Holders direction, in the case of Securities issued hereunder either (a) or of the Trustee. (b) The powers conferred upon as determined by the Trustee by this Article V are solely to protect the Security Interest and will not impose any duty upon the Trustee to exercise any such powers except as expressly provided in this Indentureits sole discretion. The Trustee will be under no duty will, within ninety (90) days of an Enforcement Event with respect to the Company or any Subsidiary whatsoever Notes, give to make or give any presentment, demand for performance, each affected Holder of the Notes notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Company Collateral or Subsidiaries Collateral or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenture. The Trustee will not be liable Enforcement Event known to the Company Trustee, unless the Enforcement Event has been cured or any Subsidiary for failure to collect or realize upon any or all of the Company Collateral or the Subsidiaries Collateral, or for any delay in so doing, nor will the Trustee be under any duty to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or the Trustee's rights in or to, any of the Company Collateral or Subsidiaries Collateralwaived.

Trustee's Duties. (a) Subject Trustee shall not be liable for any error of judgment or act done by Trustee, or be otherwise responsible or accountable under any circumstances whatsoever, except if the result of Trustee’s gross negligence or willful misconduct. Trustee shall have the right to Section 5.01 and the provisions of the Collateral Security Documentsrely on any instrument, the Trustee will have power to enter into any agreement document or take signature authorizing or supporting any action required taken or proposed to be taken by him/her hereunder and believed by him/her to be genuine. Trustee shall be entitled to reimbursement for reasonable expenses incurred by him/her in the Collateral Security Documents pursuant to the terms thereof performance of his/her duties hereunder and to institute reasonable compensation for such of his/her services hereunder as shall be rendered. Grantor will, from time to time, reimburse Trustee for and to maintain such suits save and proceedingshold him/her harmless from and against any and all loss, cost, liability, damage and expense whatsoever incurred by him/her in the performance of his/her duties. All monies received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other monies (except to the extent permitted required by law) and Trustee shall be under no liability for interest on any monies received by him/her hereunder. Trustee may resign by giving of notice of such resignation in writing to Agent. If Trustee shall die, resign or become disqualified from acting in the terms execution of this trust or shall fail or refuse to exercise the same when requested by Agent or if for any or no reason and without cause Agent shall prefer to appoint a substitute trustee to act instead of the Collateral Security Documentsoriginal Trustee named herein, as it may deem expedient or any prior successor or substitute trustee, Agent shall, without any formality or notice to prevent Grantor or any impairment other person, have full power to appoint a substitute trustee and, if Agent so elects, several substitute trustees in succession who shall succeed to all the estate, rights, powers and duties of the Company Collateral or the Subsidiaries Collateral by any acts which may be unlawful or in violation of the Collateral Security Documents or this Indentureaforenamed Trustee, expressly including the power of sale. Any new Trustee appointed pursuant to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest in contravention of this Indenture or be prejudicial to the interests of the Holders of Securities issued hereunder or of the Trustee. (b) The powers conferred upon the Trustee by this Article V are solely to protect the Security Interest and will not impose any duty upon the Trustee to exercise any such powers except as expressly provided in this Indenture. The Trustee will be under no duty to the Company or any Subsidiary whatsoever to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Company Collateral or Subsidiaries Collateral or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenture. The Trustee will not be liable to the Company or any Subsidiary for failure to collect or realize upon any or all of the Company Collateral or the Subsidiaries Collateral, or for any delay in so doing, nor will the Trustee be under any duty to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or the Trustee's rights in or to, any of the Company Collateral provisions hereof shall, without any further act, deed or Subsidiaries Collateralconveyance, become vested with all the estates, properties, rights, powers and trusts of its or his/her predecessor in the rights hereunder, expressly including the power of sale, with like effect as if originally named as Trustee herein; but, nevertheless, upon the written request of Agent or his/her successor trustee, Trustee ceasing to act shall execute and deliver an instrument transferring to such successor trustee, upon the trust herein expressed, all the estates, properties, rights, powers and trusts of Trustee so ceasing to act, expressly including the power of sale, and shall duly assign, transfer and deliver any of the property and monies held by Trustee to the successor trustee so appointed in its or his/her place. Trustee may authorize one or more parties to act on his/her behalf to perform the ministerial functions required of him/her hereunder, including without limitation, the transmittal and posting of any notices.

Trustee's Duties. The Issuer shall deliver written notice to the Trustee as soon as practicable but no later than thirty (a30) Subject to Section 5.01 days of becoming aware of the occurrence of an Enforcement Event. In case of an Enforcement Event under this Indenture of which a Responsible Officer of the Trustee shall have received written notice at the corporate trust office of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. For these purposes, an “Enforcement Event” shall occur (i) upon the occurrence of a Winding-Up Event, or (ii) if default is made by the Issuer in the payment of any principal or interest due in respect of the Notes or any of them and the provisions default continues for a period of 14 days in either case, as described under Section 8.1 (Enforcement Events and Remedies). The Majority Holders, through a decision taken by the Collateral Security DocumentsHolders in accordance with this Indenture, may not waive any past Enforcement Event specified in clauses (i) and (ii) in the preceding sentence.‌‌‌ If an Enforcement Event occurs and is continuing with respect to the Notes, the Trustee will have power no obligation to enter into any agreement or take any action required at the direction of any Holders of the Notes, unless they have offered the Trustee security or indemnity satisfactory to the Trustee in its sole discretion. The Majority Holders, through a decision taken by the Collateral Security Documents pursuant Holders in accordance with the provisions of Section 9.1 (Acts of Holders), shall have the right to direct the time, method and place of conducting any proceeding in the name of and on the behalf of the Trustee for any remedy available to the terms thereof and Trustee or exercising any trust or power conferred on the Trustee with respect to institute and to maintain such suits and proceedingssecurities. However, to the extent permitted under the terms this direction (a) must not be in conflict with any rule of the Collateral Security Documents, as it may deem expedient to prevent any impairment of the Company Collateral or the Subsidiaries Collateral by any acts which may be unlawful or in violation of the Collateral Security Documents Applicable Law or this Indenture, including the power to institute Indenture and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may (b) must not be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest in contravention of this Indenture or be unjustly prejudicial to the interests Holder(s) of such Notes not taking part in the Holders direction, in the case of Securities issued hereunder either (a) or of the Trustee. (b) The powers conferred upon as determined by the Trustee by this Article V are solely to protect the Security Interest and will not impose any duty upon the Trustee to exercise any such powers except as expressly provided in this Indentureits sole discretion. The Trustee will be under no duty will, within ninety (90) days of an Enforcement Event with respect to the Company or any Subsidiary whatsoever Notes, give to make or give any presentment, demand for performance, each affected Holder of the Notes notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Company Collateral or Subsidiaries Collateral or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenture. The Trustee will not be liable Enforcement Event known to the Company Trustee, unless the Enforcement Event has been cured or any Subsidiary for failure to collect or realize upon any or all of the Company Collateral or the Subsidiaries Collateral, or for any delay in so doing, nor will the Trustee be under any duty to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or the Trustee's rights in or to, any of the Company Collateral or Subsidiaries Collateralwaived.

Trustee's Duties. (Each Trustee is hereby advised and acknowledges that his/her duties as Trustee of the Onion Lake Education Trust include, without limitation, duties as follows: a) Subject to Section 5.01 that he/she holds a position of trust and must act honestly, in good faith and in the provisions best interests of the Collateral Security Documents, the Trustee will have power to enter into any agreement or take any action required by the Collateral Security Documents pursuant Trust; b) that he/she owes a duty of loyalty to the terms thereof Trust and has a duty to institute and to maintain such suits and proceedings, to uphold the extent permitted under the terms integrity of the Collateral Security Documents, as it may deem expedient to prevent any impairment Trust; c) that he/she owes a duty in support of the Company Collateral or Trust to exercise that degree of skill and diligence that reasonably can be expected from someone of his/her knowledge and experience; d) that he/she has a duty of care to ensure the Subsidiaries Collateral by any acts which may validity of his/her appointment as Trustee and a duty of care to be unlawful or in violation informed about the state of the Collateral Security Documents business and affairs of the Trust and a duty to ensure that the Trust is properly managed and administered and that the Trust Fund and its assets are suitably cared for; e) that he/she has a duty not to let personal interests or this Indenture, including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest in contravention of this Indenture or be prejudicial to the interests of the Holders of Securities issued hereunder or a third party conflict with those of the Trustee.Trust and including a duty; (b) The powers conferred upon the Trustee by this Article V are solely to protect the Security Interest and will i. not impose any duty upon the Trustee to exercise any such powers except as expressly provided in this Indenture. The Trustee will be under no duty to the Company or any Subsidiary whatsoever to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Company Collateral or Subsidiaries Collateral or to take any steps necessary remuneration or income or Trust Xxxxx for himself/herself from the Trust Fund unless permitted to preserve do so by Resolution of the Board of Trustees under this Trust Deed; ii. not knowingly to purchase directly or indirectly any rights against prior parties except as expressly provided interest in this Indentureany asset that is part of the Trust Fund; iii. The Trustee will not be liable to loan any of his own property to the Company or Trust Fund; iv. not to make profit for himself/herself through use of any Subsidiary for failure to collect or realize upon any or all asset of the Company Collateral Trust Fund; v. not to make gain for himself/herself through taking advantage of any opportunity arising out of his/her office as Trustee; f) that he/she has a duty, before and after his/her term in office as Trustee, not to use for his/her own purpose and to keep confidential any confidential information acquired by him/her in his/her capacity as Trustee; g) that he/she has a duty to exercise his/her own judgment in respect of what is in the best interests of the Trust and a duty not to contract with any other Trustee or with any third party as to how he/she will vote at any meeting of the Subsidiaries CollateralBoard of Trustees or Committee of the same; h) that he/she has a duty to declare every direct and indirect personal interest of his/her in any contract, arrangement or Trust Xxxxx proposed to be entered into by the Trust. If he/she knows of such interest beforehand, then he/she has a duty to declare that interest at the first meeting of the Board of Trustees that considers such contract, arrangement or Trust Grant. If he/she discovers such interest after such first meeting, then he/she has a duty to declare that interest to the Trustees forthwith. These duties of disclosure are coupled with a duty not to participate in any discussion of the Board of Trustees and not to vote in respect of any such contract, arrangement, or for any delay in so doing, nor will the Trustee be under any duty to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or the Trustee's rights in or to, any Trust Grant; i) that as a member of the Company Collateral Board of Trustees, he/she is charged with the ultimate accountability and authority over the Trust and with ultimate responsibility for: i. furthering the Trust Purpose through policy governance; ii. furthering the rate of progress of the Trust Purpose through program governance; iii. furthering the continuity of the Trust Purpose through financial and personnel governance; and iv. furthering the identity of the Trust Purpose through promotional and public relations governance; j) that he/she has a duty not to delegate to any other Trustee power, authority, duty or Subsidiaries Collateralresponsibility required to be carried out only by him/her; k) that his/her Trustee powers, authorities, duties and responsibilities are to be exercised for the benefit of the Trust and its beneficiaries, the Onion Lake Cree Nation Members, and not for the benefit of or favor of any person or group that has appointed or elected him/her to his/her office as Trustee; l) that he/she has a duty in all matters affecting the Trust, its Trust Purpose and beneficiaries, to exercise his/her best judgment impartially and without fear or favour of any person or group.

Trustee's Duties. (a) Subject to Section 5.01 and Trustee shall not be liable for any error of judgment or act done by Trustee, or be otherwise responsible or accountable under any circumstances whatsoever, except if the provisions result of Trustee's gross negligence or willful misconduct. Trustee shall not be personally liable in case of entry by him or anyone acting by virtue of the Collateral Security Documentspowers herein granted him upon the Mortgaged Property for debts contracted or liability or damages or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, the Trustee will have power to enter into any agreement document or take signature authorizing or supporting any action required taken or proposed to be taken by him hereunder or believed by him to be genuine. Trustee shall be entitled to reimbursement for actual expenses incurred by him in the Collateral Security Documents pursuant to the terms thereof performance of his duties hereunder and to institute reasonable compensation for such of his services hereunder as shall be rendered. The Borrower will, from time to time, reimburse Trustee for and to maintain such suits save and proceedingshold him harmless from and against any and all loss, cost, liability, damage and expense whatsoever incurred by him in the performance of his duties. All monies received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other monies (except to the extent permitted under the terms of the Collateral Security Documents, as it may deem expedient to prevent any impairment of the Company Collateral or the Subsidiaries Collateral required by any acts which may be unlawful or in violation of the Collateral Security Documents or this Indenture, including the power to institute law) and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest in contravention of this Indenture or be prejudicial to the interests of the Holders of Securities issued hereunder or of the Trustee. (b) The powers conferred upon the Trustee by this Article V are solely to protect the Security Interest and will not impose any duty upon the Trustee to exercise any such powers except as expressly provided in this Indenture. The Trustee will shall be under no duty liability for interest on any monies received by him hereunder. Trustee may resign by giving of notice of such resignation in writing to the Company Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust or shall fail or refuse to exercise the same when requested by the Beneficiary or if for any or no reason and without cause the Beneficiary shall prefer to appoint a substitute trustee to act instead of the original Trustee named herein, or any Subsidiary whatsoever to make prior successor or give substitute trustee, the Beneficiary shall, without any presentment, demand for performance, formality or notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Company Collateral or Subsidiaries Collateral or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenture. The Trustee will not be liable to the Company Borrower or any Subsidiary for failure other person, have full power to collect or realize upon any or appoint a substitute trustee and, if the Beneficiary so elects, several substitute trustees in succession who shall succeed to all the estate, rights, powers and duties of the Company Collateral or the Subsidiaries Collateral, or for any delay in so doing, nor will the aforenamed Trustee. Any new Trustee be under any duty appointed pursuant to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or the Trustee's rights in or to, any of the Company Collateral provisions hereof shall, without any further act, deed or Subsidiaries Collateralconveyance, become vested with all the estates, properties, rights, powers and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but, nevertheless, upon the written request of the Beneficiary or his successor trustee, Trustee ceasing to act shall execute and deliver an instrument transferring to such successor trustee, upon the trust herein expressed, all the estates, properties, rights, powers and trusts of Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and monies held by Trustee to the successor trustee so appointed in its or his place. Trustee may authorize one or more parties to act on his behalf to perform the ministerial functions required of him hereunder, including without limitation, the transmittal and posting of any notices.

Trustee's Duties. (a) Subject To the extent permissible by law and equity, the Trustee's duties and responsibilities are limited to Section 5.01 those expressly provided under this deed and the provisions of the Collateral Security Documents, the Trustee will have power to enter into any agreement or take any action required by the Collateral Security Documents pursuant to the terms thereof and to institute and to maintain such suits and proceedings, to the extent permitted under the terms of the Collateral Security Documents, as it may deem expedient to prevent any impairment of the Company Collateral or the Subsidiaries Collateral by any acts which may be unlawful or in violation of the Collateral Security Documents or this Indenture, including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest in contravention of this Indenture or be prejudicial to the interests of the Holders of Securities issued hereunder or of the TrusteeOperational Agreement. (b) The powers conferred upon Trustee must act in accordance with the reasonable written directions of Lloyd’s in relation to any action or proposed action by any Governmental Agency in relation to the Trust or the Trust Fund, provided that the Trustee by need not perform any act that is outside the scope of its duties and obligations under this Article V are solely deed and the Operational Agreement. (c) In addition to protect the Security Interest and will not impose any duty upon powers the Trustee has under any applicable law or the Trust Deed and as between the parties to exercise the Operational Agreement, the Trustee will have the benefit of the following provision in respect of its obligations under the Trust Deed and the Operational Agreement: (1) the Trustee may in relation to this deed act or decline to act on the opinion or advice of, or a certificate or any information obtained from, any banker, valuer, surveyor, securities company, broker, auctioneer, accountant or other expert and whether obtained by Lloyd’s or the Trustee or any other person and any such powers except as expressly provided opinion or advice can be conveyed by electronic or facsimile transmission and the Trustee is not responsible for any loss solely occasioned by so acting or declining to act or any error in such electronic or facsimile transmission or it not being authentic; (2) the Trustee may, instead of acting personally or through its permanent employees employed in the carrying out of the trusts hereof, appoint an agent to transact all business and to do all acts required to be done under or pursuant to this Indenturedeed (including the receipt and payment of money). The Trustee will be under no duty must obtain the prior written consent of Lloyd’s to the Company appointment of any such agent, such consent not to be unreasonably withheld or any Subsidiary whatsoever to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Company Collateral or Subsidiaries Collateral or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenturedelayed. The Trustee will not is taken to have done or refrained from doing anything that any agent of the Trustee has done or refrained from doing; (3) Notwithstanding anything contained in this deed, the Trustee may refrain from doing anything which would in its reasonable opinion be liable contrary to the Company any law of any applicable jurisdiction or any Subsidiary for failure to collect applicable direction or realize upon regulation of any or all agency of the Company Collateral or the Subsidiaries Collateralany state and may do anything which is, or for any delay in so doingits reasonable opinion, nor will the Trustee be under any duty to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders necessary to comply with any recordingsuch law, filing, directive or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or the Trustee's rights in or to, regulation. (4) The Trustee may delegate any of the Company Collateral its rights, powers, authorities and discretions under this deed to one or Subsidiaries Collateralmore of its officers or employees and may revoke any such delegation whenever it thinks fit.

Trustee's Duties. (a) Subject To the extent permissible by law and equity, the Trustee's duties and responsibilities are limited to Section 5.01 those expressly provided under this deed and the provisions of the Collateral Security Documents, the Trustee will have power to enter into any agreement or take any action required by the Collateral Security Documents pursuant to the terms thereof and to institute and to maintain such suits and proceedings, to the extent permitted under the terms of the Collateral Security Documents, as it may deem expedient to prevent any impairment of the Company Collateral or the Subsidiaries Collateral by any acts which may be unlawful or in violation of the Collateral Security Documents or this Indenture, including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest in contravention of this Indenture or be prejudicial to the interests of the Holders of Securities issued hereunder or of the TrusteeOperational Agreement. (b) The powers conferred upon Trustee must act in accordance with the reasonable written directions of Lloyd’s in relation to any action or proposed action by any Governmental Agency in relation to the Trust or the Trust Fund, provided that the Trustee by need not perform any act that is outside the scope of its duties and obligations under this Article V are solely deed and the Operational Agreement. (c) In addition to protect the Security Interest and will not impose any duty upon powers the Trustee has under any applicable law or the Trust Deed and as between the parties to exercise the Operational Agreement, the Trustee will have the benefit of the following provision in respect of its obligations under the Trust Deed and the Operational Agreement: (1) the Trustee may in relation to this deed act or decline to act on the opinion or advice of, or a certificate or any information obtained from any banker, valuer, surveyor, securities company, broker, auctioneer, accountant or other expert and whether obtained by Lloyd’s or the Trustee or any other person and any such powers except as expressly provided opinion or advice can be conveyed by electronic or facsimile transmission and the Trustee is not responsible for any loss solely occasioned by so acting or declining to act or any error in such electronic or facsimile transmission or it not being authentic; (2) the Trustee may, instead of acting personally or through its permanent employees employed in the carrying out of the trusts hereof, appoint an agent to transact all business and to do all acts required to be done under or pursuant to this Indenturedeed (including the receipt and payment of money). The Trustee will be under no duty must obtain the prior written consent of Lloyd’s to the Company appointment of any such agent, such consent not to be unreasonably withheld or any Subsidiary whatsoever to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, or other notice or demand in connection with any Company Collateral or Subsidiaries Collateral or to take any steps necessary to preserve any rights against prior parties except as expressly provided in this Indenturedelayed. The Trustee will not is taken to have done or refrained from doing anything that any agent of the Trustee has done or refrained from doing; (3) notwithstanding anything contained in this deed, the Trustee may refrain from doing anything which would in its reasonable opinion be liable contrary to the Company any law of any applicable jurisdiction or any Subsidiary for failure to collect applicable direction or realize upon regulation of any or all agency of the Company Collateral or the Subsidiaries Collateralany state and may do anything which is, or for any delay in so doingits reasonable opinion, nor will the Trustee be under any duty to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders necessary to comply with any recordingsuch law, filing, directive or other legal requirements necessary to establish or maintain regulation. (4) the validity, priority, or enforceability of, or the Trustee's rights in or to, Trustee may delegate any of the Company Collateral its rights, powers, authorities and discretions under this deed to one or Subsidiaries Collateralmore of its officers or employees and may revoke any such delegation whenever it thinks fit.

Trustee's Duties. The Issuer shall deliver written notice to the Trustee as soon as practicable but no later than thirty (a30) Subject to Section 5.01 days of becoming aware of the occurrence of an Enforcement Event. In case of an Enforcement Event under this Indenture of which a Responsible Officer of the Trustee shall have received written notice at the corporate trust office of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. For these purposes, an “Enforcement Event” shall occur (i) upon the occurrence of a Winding-Up Event, or (ii) if default is made by the Issuer in the payment of any principal or interest due in respect of the Notes or any of them and the provisions default continues for a period of 14 days in either case, as described under Section 8.1 (Enforcement Events and Remedies). The Majority Holders, through a decision taken by the Collateral Security DocumentsHolders in accordance with this Indenture, may not waive any past Enforcement Event specified in clauses (i) and (ii) in the preceding sentence.‌‌ If an Enforcement Event occurs and is continuing with respect to the Notes, the Trustee will have power no obligation to enter into any agreement or take any action required at the direction of any Holders of the Notes, unless they have offered the Trustee security or indemnity satisfactory to the Trustee in its sole discretion. The Majority Holders, through a decision taken by the Collateral Security Documents pursuant Holders in accordance with the provisions of Section 9.1 (Acts of Holders), shall have the right to direct the time, method and place of conducting any proceeding in the name of and on the behalf of the Trustee for any remedy available to the terms thereof and Trustee or exercising any trust or power conferred on the Trustee with respect to institute and to maintain such suits and proceedingssecurities. However, to the extent permitted under the terms this direction (a) must not be in conflict with any rule of the Collateral Security Documents, as it may deem expedient to prevent any impairment of the Company Collateral or the Subsidiaries Collateral by any acts which may be unlawful or in violation of the Collateral Security Documents Applicable Law or this Indenture, including the power to institute Indenture and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may (b) must not be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest in contravention of this Indenture or be unjustly prejudicial to the interests Holder(s) of such Notes not taking part in the Holders direction, in the case of Securities issued hereunder either (a) or of the Trustee. (b) The powers conferred upon as determined by the Trustee by this Article V are solely to protect the Security Interest and will not impose any duty upon the Trustee to exercise any such powers except as expressly provided in this Indentureits sole discretion. The Trustee will be under no duty will, within ninety (90) days of an Enforcement Event with respect to the Company or any Subsidiary whatsoever Notes, give to make or give any presentment, demand for performance, each affected Holder of the Notes notice of nonperformanceany Enforcement Event known to the Trustee, protest, notice of protest, notice of dishonor, unless the Enforcement Event has been cured or other notice or demand in connection waived. The Issuer is required to furnish to the Trustee annually a statement as to its compliance with any Company Collateral or Subsidiaries Collateral or to take any steps necessary to preserve any rights against prior parties except as expressly provided in all conditions and covenants under this Indenture. The Trustee will not be liable to the Company or any Subsidiary for failure to collect or realize upon any or all of the Company Collateral or the Subsidiaries Collateral, or for any delay in so doing, nor will the Trustee be under any duty to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or the Trustee's rights in or to, any of the Company Collateral or Subsidiaries Collateral.

Trustee's Duties. (a) Subject The Trustee (i) undertakes to Section 5.01 perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee and (ii) in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the provisions correctness of the Collateral Security Documentsopinions expressed therein, the Trustee will have power to enter into any agreement upon certificates or take any action required by the Collateral Security Documents opinions furnished pursuant to the terms thereof and to institute and to maintain such suits and proceedings, conforming to the extent permitted under the terms of the Collateral Security Documents, as it may deem expedient to prevent any impairment of the Company Collateral or the Subsidiaries Collateral by any acts which may be unlawful or in violation of the Collateral Security Documents or this Indenture, including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule, or order that may be unconstitutional or otherwise invalid or if the enforcement of, or compliance with, such enactment, rule or order would impair the Security Interest in contravention requirements of this Indenture or be prejudicial to the interests of the Holders of Securities issued hereunder or of the TrusteeAgreement. (b) The powers No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this subsection shall not be construed to limit the effect of subsection (a) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Secured Party or the Pledgors or relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement, provided, that, any such action taken or omission taken is consistent with the terms of this Agreement. Additionally, the Trustee is permitted to rely and shall be protected in acting or refraining from acting upon any certificates, statement, instrument opinion, report, request, direction, consent, order, bond, note, notices, or other paper or document delivered hereunder believed by it to be genuine and to have been signed or presented by the proper party or parties. (c) Whether or not therein expressly so provided, every provision of this Article V are solely Agreement relating to protect the Security Interest and will not impose any duty upon conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. (d) No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such powers except as expressly provided in this Indenture. funds or adequate indemnity against such risk or liability is not reasonably assured to it. (e) The Trustee will shall be under no duty obligation to the Company or institute any Subsidiary whatsoever to make or give any presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonorsuit, or other notice or demand in connection with to take any Company Collateral or Subsidiaries Collateral remedial proceeding under this Agreement, or to take any steps necessary to preserve in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder until it shall be indemnified to its satisfaction against prior parties any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except as expressly provided liability which is adjudicated to have resulted from its negligence or willful misconduct, in connection with any action so taken. (f) The Pledgors agree to indemnify the Trustee, and its officers, directors, employees and agents and hold it harmless against, any and all losses, liabilities, damages, claims or expenses (including reasonable legal fees and expenses), that may be imposed on, incurred by or asserted against the Trustee in any way relating to or arising out of this Indenture. The Trustee will not be liable to the Company Agreement or any Subsidiary for failure action taken by the Trustee pursuant to collect this Agreement, unless such liabilities, obligations, losses, expenses, legal fees or realize upon any or all of the Company Collateral or the Subsidiaries Collateraldisbursements were imposed on, incurred by, or for any delay in so doing, nor will asserted against the Trustee be under any duty to the Company or any Subsidiary to take any action, whatsoever with regard thereto. The Trustee has no duty to the Company or to the Holders to comply with any recording, filing, or other legal requirements necessary to establish or maintain the validity, priority, or enforceability of, or as a result of the Trustee's rights in or to, any of the Company Collateral or Subsidiaries Collateral.own