Office of the Superintendent of Financial Institutions
The Company shall vest in trust with the Trustee under this Agreement only cash or
assets in which the Company may invest its funds or any portion thereof pursuant to the
Company's investment and lending policies, standards and procedures established
pursuant to the Insurance Companies Act ("Act") in force from time to time while this
Agreement is in force. The Trustee shall have no responsibility for ensuring that assets
vested in trust are so authorized.
The Superintendent may determine from time to time the value at which the assets vested
in trust with the Trustee shall be accepted for the purposes of the Act.
The Company shall identify to the Trustee, by notice in writing and in form and content
acceptable to the Trustee, those Company representatives authorized to direct/certify the
Trustee in respect of a matter under this Agreement. The Trustee shall act only upon, and
shall be entitled to rely on, the written directions/certifications of those Company
representatives and shall have no duty to verify the appropriateness of any
directions/certifications which directions/certifications shall be binding on the Company.
Unless the Superintendent otherwise directs the Company and Trustee in writing, the
Company may collect payments on account of any interest in real estate by way of a lease,
mortgage or otherwise vested in trust with the Trustee, provided that the Company shall,
Unless the Superintendent otherwise directs the Trustee in writing,
The Trustee shall at all times, upon reasonable notice, permit the Superintendent and the
Company access, for purposes of examination, to all assets held in trust and to the records
of the Trustee in relation thereto.
The Trustee is entitled to reasonable compensation for its services and expenses under
this Agreement as may be agreed upon by the Company and Trustee, and if no such
agreement is reached, either the Company or the Trustee may on ten (10) days notice in
writing apply to a court of competent jurisdiction to fix the compensation that the
Company shall pay the Trustee.
The Trustee or its affiliate shall pay the Company such interest on monies held in trust as
is paid by the Trustee on the same or similar accounts.
As soon as practicable,
the Company shall appoint another trust company in accordance with the Act authorized
to act as a trustee, and the Trustee shall execute all documents that the Company shall
deem necessary to vest in that trust company the assets vested in trust in the Trustee and
transfer in writing to that trust company all its rights and obligations under this
Agreement, except that the Trustee may withhold an amount equal to the aggregate of any
unpaid compensation for its services and expenses to the date of the transfer and any
losses, damages, expenses and costs owing to the Trustee pursuant to subparagraph 6(b).