Authority and Duties of Trustee. (a) The Trustee accepts and undertakes to discharge the Trust, upon the terms and conditions hereof. The Trustee shall exercise such of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. No provision of this Trust Agreement shall be construed to relieve the Trustee from liability for its grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct; provided, however, that the Trustee shall not be liable (i) except for the performance of such duties and obligations as are specifically set forth in this Trust Agreement, and no implied covenants or obligations shall be read into this Trust Agreement against the Trustee, or (ii) for any error of judgment made in good faith. (b) The Trustee shall discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Trust Agreement and shall administer the Trust in the interest of Grantor. The Trustee shall not take any action that is inconsistent with the terms of this Trust Agreement. The Trustee shall have the right, but not the duty, to employ and consult with counsel of its own choice regarding its duties under this Trust Agreement, and shall have full and complete authorization and protection for any action taken by it hereunder in good faith and in accordance with the opinion of such counsel. Any and all reasonable costs and expenses incurred by Trustee by virtue of said employment and consultation shall be paid in accordance with Section 4.3 of this Trust Agreement. The Trustee shall not be required to take any action hereunder if the Trustee has reasonably determined, or has been advised by counsel, that such action is likely to result in liability on the part of the Trustee or is contrary to the terms of this Trust Agreement or is contrary to law. The Trustee may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and may assume that any Person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. The Trustee shall not be liable in any manner for the sufficiency or correctness as to form, manner, and execution, or validity of any instrument deposited in this Trust, nor as to the identity, authority, or right of any Person executing the same; and its duties hereunder shall be limited to the safekeeping of such certificates, moneys, instruments, securities or other documents received by it as the Trustee, and the administration and disposition of the same in accordance with the terms of this Trust Agreement. (c) The Trustee shall have a lien on the Trust Property for the amount of any unpaid fees and expenses, and any liability, loss or expense that may be incurred by the Trustee in connection with the performance of its duties hereunder, including the expense of defending any action or proceeding instituted against such Trustee with respect to which such Trustee is entitled to indemnification pursuant to Section 11.1(a) of this Trust Agreement. (d) Persons dealing with the Trust shall look solely to the Trust Property for the enforcement of any claims against the Trust or to satisfy any liability incurred by the Trustee to such persons in carrying out the terms of this Trust, and neither the Trustee nor Grantor shall have any personal liability or individual obligation to satisfy any such liability.
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