Common use of Trustee's Duties Clause in Contracts

Trustee's Duties. 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 not be personally liable in case of entry by him or anyone acting by virtue of the powers 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, document or signature authorizing or supporting any action 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 performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. The Borrower will, from time to time, reimburse Trustee for and save and hold 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 required by law) and Trustee shall be under no liability for interest on any monies received by him hereunder. Trustee may resign by giving of notice of such resignation in writing to the 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 prior successor or substitute trustee, the Beneficiary shall, without any formality or notice to the Borrower or any other person, have full power to 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 aforenamed Trustee. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, 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) To the extent permissible by law and equity, the Trustee's duties and responsibilities are limited to those expressly provided under this deed and the Operational Agreement. (b) The Trustee shall 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 need not be liable for perform any error act that is outside the scope of judgment its duties and obligations under this deed and the Operational Agreement. (c) In addition to any powers the Trustee has under any applicable law or the Trust Deed and as between the parties to 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 done by Trusteeor decline to act on the opinion or advice of, or be otherwise responsible a certificate or accountable under any circumstances whatsoever, except if the 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 powers 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, document or signature authorizing or supporting any action 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 performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. The Borrower will, from time to time, reimburse Trustee for and save and hold 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 information obtained from any banker, valuer, surveyor, securities company, broker, auctioneer, accountant or other monies (except to expert and whether obtained by Lloyd’s or the extent required by law) and Trustee shall be under no liability for interest on any monies received by him hereunder. Trustee may resign by giving of notice of such resignation in writing to the 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 prior successor or substitute trustee, the Beneficiary shall, without any formality or notice to the Borrower or any other personperson and any such 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 deed (including the receipt and payment of money). The Trustee must obtain the prior written consent of Lloyd’s to the appointment of any such agent, such consent not to be unreasonably withheld or delayed. The Trustee is taken to have full power 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 contrary to appoint a substitute trustee andany law of any applicable jurisdiction or any applicable direction or regulation of any agency of any state and may do anything which is, if in its reasonable opinion, necessary to comply with any such law, directive or regulation. (4) the Beneficiary so elects, several substitute trustees in succession who shall succeed to all the estate, Trustee may delegate any of its rights, powers powers, authorities and duties of the aforenamed Trustee. Any new Trustee appointed pursuant discretions under this deed to any of the provisions hereof shall, without any further act, deed or conveyance, 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 its officers or employees and posting of may revoke any noticessuch delegation whenever it thinks fit.

Trustee's Duties. (a) To the extent permissible by law and equity, the Trustee's duties and responsibilities are limited to those expressly provided under this deed and the Operational Agreement. (b) The Trustee shall 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 need not be liable for perform any error act that is outside the scope of judgment its duties and obligations under this deed and the Operational Agreement. (c) In addition to any powers the Trustee has under any applicable law or the Trust Deed and as between the parties to 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 done by Trusteeor decline to act on the opinion or advice of, or be otherwise responsible or accountable under any circumstances whatsoever, except if the 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 powers 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, document or signature authorizing or supporting any action 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 performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. The Borrower will, from time to time, reimburse Trustee for and save and hold 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 required by law) and Trustee shall be under no liability for interest on any monies received by him hereunder. Trustee may resign by giving of notice of such resignation in writing to the 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, certificate or any prior successor information obtained from, any banker, valuer, surveyor, securities company, broker, auctioneer, accountant or substitute trustee, other expert and whether obtained by Lloyd’s or the Beneficiary shall, without any formality or notice to the Borrower Trustee or any other personperson and any such 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 deed (including the receipt and payment of money). The Trustee must obtain the prior written consent of Lloyd’s to the appointment of any such agent, such consent not to be unreasonably withheld or delayed. The Trustee is taken to have full power 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 contrary to appoint a substitute trustee andany law of any applicable jurisdiction or any applicable direction or regulation of any agency of any state and may do anything which is, if the Beneficiary so electsin its reasonable opinion, several substitute trustees in succession who shall succeed necessary to all the estatecomply with any such law, directive or regulation. (4) The Trustee may delegate any of its rights, powers powers, authorities and duties of the aforenamed Trustee. Any new Trustee appointed pursuant discretions under this deed to any of the provisions hereof shall, without any further act, deed or conveyance, 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 its officers or employees and posting of may revoke any noticessuch delegation whenever it thinks fit.

Trustee's Duties. If requested by Beneficiary to foreclose this lien, Trustee shall: 1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code, as then amended; 2. sell and convey all or part of the Property to the highest bidder for cash with a general warranty binding Grantor, subject to prior liens, if any, and to other exceptions to conveyance and warranty; provided, however, if so requested by Beneficiary, Trustee shall not conduct any foreclosure sale hereunder subject to the requirement that the successful bidder at any such sale execute and deliver 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 liable for 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 payment of expenses of foreclosure, including, without limitation, a reasonable commission to Trustee; b. second, to Beneficiary, the full amount advanced, attorney’s fees and other sums and charges secured hereby and/or due and unpaid; c. third, if, on any error foreclosure of judgment the Property as aforesaid, there shall remain unpaid any sums or act done by Trusteeindebtedness, or there shall remain unsatisfied any Obligations, the payment or performance of which are to be otherwise responsible made or accountable under 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 circumstances whatsoever, except if the 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 balance of the powers herein granted him upon bid and apply 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, document or signature authorizing or supporting any action 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 performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. The Borrower will, same from time to timetime toward payment of the costs of performing the Obligations which are to be performed by Grantor, reimburse Trustee for and save and hold 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 receivedBeneficiary 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 bid, but need not be segregated Beneficiary shall account to Grantor for any surplus remaining at such time as all such Obligations for which Xxxxxxx is responsible have been fully satisfied and discharged; and/or (2) apply any such balance of the bid as a credit toward the then outstanding balance, if any, of those Obligations involving the payment of money, in any such manner from any other monies (except as Beneficiary, in Beneficiary’s sole discretion, may elect, and Grantor hereby consents to the extent application of any such balance of the bid as a credit on the then outstanding balance of those Obligations involving the payment of money, but Beneficiary shall account to Grantor for any surplus remaining; d. fourth, any amounts required by law) and Trustee shall law to be under no liability for interest on paid before payment to Grantor; and x. xxxxx, to Grantor, any monies received by him hereunder. Trustee may resign by giving of notice of such resignation in writing to the 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 prior successor or substitute trustee, the Beneficiary shall, without any formality or notice to the Borrower or any other person, have full power to 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 aforenamed Trustee. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, 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 noticesbalance.

Trustee's Duties. The Issuer shall deliver written notice to the Trustee as soon as practicable but no later than thirty (30) 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 not be liable for any error have received written notice at the corporate trust office of judgment or act done by the 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 not be personally liable in case of entry by him or anyone acting by virtue exercise such of the rights and powers herein granted him 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 Mortgaged Property for debts contracted occurrence of a Winding-Up Event, or liability or damages or damages incurred (ii) if default is made by the Issuer in the management payment of any principal or operation interest due in respect of the Mortgaged PropertyNotes or any of them and the 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 Holders 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 no obligation to take any action 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 Holders in accordance with the provisions of Section 9.1 (Acts of Holders), shall have the right to rely on direct the time, method and place of conducting any instrument, document or signature authorizing or supporting any action 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 proceeding in the performance name of his duties hereunder and on the behalf of the Trustee for any remedy available to reasonable compensation for the Trustee or exercising any trust or power conferred on the Trustee with respect to such securities. However, this direction (a) must not be in conflict with any rule of his services hereunder Applicable Law or this Indenture and (b) must not be unjustly prejudicial to the Holder(s) of such Notes not taking part in the direction, in the case of either (a) or (b) as shall be rendereddetermined by the Trustee in its sole discretion. The Borrower Trustee will, from time to time, reimburse Trustee for and save and hold him harmless from and against any and all loss, cost, liability, damage and expense whatsoever incurred by him in the performance within ninety (90) days 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 an Enforcement Event with respect to the extent required by law) and Trustee shall be under no liability for interest on any monies received by him hereunder. Trustee may resign by giving Notes, give to each affected Holder of the Notes notice of such resignation in writing any Enforcement Event known to the BeneficiaryTrustee, unless the Enforcement Event has been cured or waived. If Trustee shall die, resign or become disqualified from acting in the execution of this trust or shall fail or refuse The Issuer is required 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 prior successor or substitute trustee, the Beneficiary shall, without any formality or notice furnish to the Borrower or any other person, have full power Trustee annually a statement as to 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 aforenamed Trustee. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested its compliance with all the estates, properties, rights, powers conditions 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 noticescovenants under this Indenture.

Trustee's Duties. Each Trustee shall is hereby advised and acknowledges that his/her duties as Trustee of the Onion Lake Education Trust include, without limitation, duties as follows: a) that he/she holds a position of trust and must act honestly, in good faith and in the best interests of the Trust; b) that he/she owes a duty of loyalty to the Trust and has a duty to uphold the integrity of the Trust; c) that he/she owes a duty in support of the 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 validity of his/her appointment as Trustee and a duty of care to be informed about the state of the 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 be liable to let personal interests or the interests of a third party conflict with those of the Trust and including a duty; i. not to take any remuneration or income or Trust Xxxxx for himself/herself from the Trust Fund unless permitted to do so by Resolution of the Board of Trustees under this Trust Deed; ii. not knowingly to purchase directly or indirectly any error interest in any asset that is part of judgment or act done by the Trust Fund; iii. not to loan any of his own property to the Trust Fund; iv. not to make profit for himself/herself through use of any asset of the 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, or be otherwise responsible or accountable under not to use for his/her own purpose and to keep confidential any circumstances whatsoever, except if 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 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 best interests of the powers herein granted him upon the Mortgaged Property for debts contracted Trust and a duty not to contract with any other Trustee or liability or damages or damages incurred in the management or operation with any third party as to how he/she will vote at any meeting of the Mortgaged Property. Trustee shall have Board of Trustees or Committee of the right same; h) that he/she has a duty to rely on declare every direct and indirect personal interest of his/her in any instrumentcontract, document arrangement or signature authorizing or supporting any action taken or Trust Xxxxx proposed to be taken entered into by him hereunder 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 believed by him 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 Trust Grant; i) that as a member of the 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 responsibility required to be genuine. carried out only by him/her; k) that his/her Trustee shall powers, authorities, duties and responsibilities are to be entitled to reimbursement for actual expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. The Borrower will, from time to time, reimburse Trustee for and save and hold 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 exercised for the purposes benefit of the Trust and its beneficiaries, the Onion Lake Cree Nation Members, and not for which they were receivedthe 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, but need not be segregated in any manner from any other monies (except to the extent required by law) its Trust Purpose and Trustee shall be under no liability for interest on any monies received by him hereunder. Trustee may resign by giving of notice of such resignation in writing to the Beneficiary. If Trustee shall diebeneficiaries, 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 his/her best judgment impartially and without cause the Beneficiary shall prefer to appoint a substitute trustee to act instead of the original Trustee named herein, fear or any prior successor or substitute trustee, the Beneficiary shall, without any formality or notice to the Borrower or any other person, have full power to 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 aforenamed Trustee. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, 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 favour of any noticesperson or group.

Trustee's Duties. 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 ’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 powers 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, document or signature authorizing or supporting any action taken or proposed to be taken by him him/her hereunder or and believed by him him/her to be genuine. Trustee shall be entitled to reimbursement for actual reasonable expenses incurred by him him/her in the performance of his his/her duties hereunder and to reasonable compensation for such of his his/her services hereunder as shall be rendered. The Borrower Grantor will, from time to time, reimburse Trustee for and save and hold him him/her harmless from and against any and all loss, cost, liability, damage and expense whatsoever incurred by him him/her in the performance of his 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 required by law) and Trustee shall be under no liability for interest on any monies received by him him/her hereunder. Trustee may resign by giving of notice of such resignation in writing to the BeneficiaryAgent. 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 Agent or if for any or no reason and without cause the Beneficiary Agent shall prefer to appoint a substitute trustee to act instead of the original Trustee named herein, or any prior successor or substitute trustee, the Beneficiary Agent shall, without any formality or notice to the Borrower Grantor or any other person, have full power to appoint a substitute trustee and, if the Beneficiary Agent so elects, several substitute trustees in succession who shall succeed to all the estate, rights, powers and duties of the aforenamed Trustee, expressly including the power of sale. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its or his his/her predecessor in the rights hereunder hereunder, expressly including the power of sale, with like effect as if originally named as Trustee herein; but, nevertheless, upon the written request of the Beneficiary Agent or his 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 his/her place. Trustee may authorize one or more parties to act on his his/her behalf to perform the ministerial functions required of him 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 (30) 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 not be liable for any error have received written notice at the corporate trust office of judgment or act done by the 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 not be personally liable in case of entry by him or anyone acting by virtue exercise such of the rights and powers herein granted him 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 Mortgaged Property for debts contracted occurrence of a Winding-Up Event, or liability or damages or damages incurred (ii) if default is made by the Issuer in the management payment of any principal or operation interest due in respect of the Mortgaged PropertyNotes or any of them and the 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 Holders 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 no obligation to take any action 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 Holders in accordance with the provisions of Section 9.1 (Acts of Holders), shall have the right to rely on direct the time, method and place of conducting any instrument, document or signature authorizing or supporting any action 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 proceeding in the performance name of his duties hereunder and on the behalf of the Trustee for any remedy available to reasonable compensation for the Trustee or exercising any trust or power conferred on the Trustee with respect to such securities. However, this direction (a) must not be in conflict with any rule of his services hereunder Applicable Law or this Indenture and (b) must not be unjustly prejudicial to the Holder(s) of such Notes not taking part in the direction, in the case of either (a) or (b) as shall be rendereddetermined by the Trustee in its sole discretion. The Borrower Trustee will, from time to time, reimburse Trustee for and save and hold him harmless from and against any and all loss, cost, liability, damage and expense whatsoever incurred by him in the performance within ninety (90) days 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 an Enforcement Event with respect to the extent required by law) and Trustee shall be under no liability for interest on any monies received by him hereunder. Trustee may resign by giving Notes, give to each affected Holder of the Notes notice of such resignation in writing any Enforcement Event known to the Beneficiary. If Trustee shall dieTrustee, resign unless the Enforcement Event has been cured 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 prior successor or substitute trustee, the Beneficiary shall, without any formality or notice to the Borrower or any other person, have full power to 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 aforenamed Trustee. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, 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 noticeswaived.

Trustee's Duties. The Issuer shall deliver written notice to the Trustee as soon as practicable but no later than thirty (30) 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 not be liable for any error have received written notice at the corporate trust office of judgment or act done by the 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 not be personally liable in case of entry by him or anyone acting by virtue exercise such of the rights and powers herein granted him 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 Mortgaged Property for debts contracted occurrence of a Winding-Up Event, or liability or damages or damages incurred (ii) if default is made by the Issuer in the management payment of any principal or operation interest due in respect of the Mortgaged PropertyNotes or any of them and the 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 Holders 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 no obligation to take any action 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 Holders in accordance with the provisions of Section 9.1 (Acts of Holders), shall have the right to rely on direct the time, method and place of conducting any instrument, document or signature authorizing or supporting any action 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 proceeding in the performance name of his duties hereunder and on the behalf of the Trustee for any remedy available to reasonable compensation for the Trustee or exercising any trust or power conferred on the Trustee with respect to such securities. However, this direction (a) must not be in conflict with any rule of his services hereunder Applicable Law or this Indenture and (b) must not be unjustly prejudicial to the Holder(s) of such Notes not taking part in the direction, in the case of either (a) or (b) as shall be rendereddetermined by the Trustee in its sole discretion. The Borrower Trustee will, from time to time, reimburse Trustee for and save and hold him harmless from and against any and all loss, cost, liability, damage and expense whatsoever incurred by him in the performance within ninety (90) days 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 an Enforcement Event with respect to the extent required by law) and Trustee shall be under no liability for interest on any monies received by him hereunder. Trustee may resign by giving Notes, give to each affected Holder of the Notes notice of such resignation in writing any Enforcement Event known to the Beneficiary. If Trustee shall dieTrustee, resign unless the Enforcement Event has been cured 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 prior successor or substitute trustee, the Beneficiary shall, without any formality or notice to the Borrower or any other person, have full power to 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 aforenamed Trustee. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, 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 noticeswaived.

Trustee's Duties. (a) The Trustee (i) undertakes to 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 correctness of the opinions expressed therein, upon certificates or opinions furnished pursuant to and conforming to the requirements of this Agreement. (b) 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 or act done made in good faith by an authorized officer of the Trustee, or unless it shall be otherwise responsible or accountable under any circumstances whatsoever, except if proved that the result of Trustee's gross negligence or willful misconduct. Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be personally liable in case of entry by him or anyone acting by virtue of the powers 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 with respect to rely on any instrument, document or signature authorizing or supporting any action taken or proposed omitted to be taken by him 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 or believed by him it to be genuine. 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 Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall be entitled subject to reimbursement for actual expenses incurred by him 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 his any of its duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. The Borrower willhereunder, from time to time, reimburse Trustee for and save and hold him harmless from and against any and all loss, cost, liability, damage and expense whatsoever incurred by him or in the performance exercise of his duties. All monies received by Trustee shallany of its rights or powers, until used if it shall have reasonable grounds for believing that repayment of such funds or applied as herein provided, be held in trust for the purposes for which they were received, but need adequate indemnity against such risk or liability is not be segregated in any manner from any other monies reasonably assured to it. (except to the extent required by lawe) and The Trustee shall be under no liability for interest on obligation to institute any monies received by him hereunder. Trustee may resign by giving of notice of such resignation in writing suit, or to the Beneficiary. If Trustee shall dietake any remedial proceeding under this Agreement, resign or become disqualified from acting to take any steps 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 any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except 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 trust Agreement or shall fail or refuse to exercise the same when requested any action taken by the Beneficiary Trustee pursuant to this Agreement, unless such liabilities, obligations, losses, expenses, legal fees or if for any disbursements were imposed on, incurred by, or no reason and without cause asserted against the Beneficiary shall prefer to appoint Trustee as a substitute trustee to act instead result of the original Trustee named herein, or any prior successor or substitute trustee, the Beneficiary shall, without any formality or notice to the Borrower or any other person, have full power to 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 aforenamed Trustee. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, 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.'s own