Concerning the Trustees. (a) Except as otherwise expressly required by Section 1 of this Trust Agreement or as otherwise required by applicable law or as may be necessary to obtain any licenses, consents or approvals required by applicable law or otherwise, the Trustees shall not have any duty or liability with respect to the administration of the Trust, the investment of the Trust's property or the payment of dividends or other distributions of income or principal to the Trust's beneficiaries. and no implied obligations shall be inferred from this Trust Agreement on the part of the Trustees. The Trustees shall not be liable for the acts or omissions of the Sponsor nor shall the Trustees be liable for any act or omission by it in good faith in accordance with the directions of the Sponsor. (b) The Trustees accept the trusts hereby created and agree to perform their duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Trustees shall not be personally liable under any circumstances, except for their own willful misconduct or gross negligence. In particular, but not by way of limitation: (i) The Trustees shall not be personally liable for any error of judgment made in good faith by an officer or employee of the Trustees; (ii) No provision of this Trust Agreement shall require the Trustees to expend or risk their personal funds or otherwise incur any financial liability in the performance of their rights or duties hereunder, if the Trustees shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to them; (iii) Under no circumstance shall the Trustees be personally liable for any representation, warranty, covenant or indebtedness of the Trust; (iv) The Trustees shall not be personally responsible for or in respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor; (v) In the event that a Trustee is unsure of the course of action to be taken by it hereunder, a Trustee may request instructions from the Sponsor and to the extent the Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Trustee, it shall have no duty or liability for their failure to take any action or for any action it takes in good faith; (vi) A11 funds deposited with the Trustees hereunder may be held in a non-interest bearing trust account and the Trustees shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Sponsor; and (vii) To the extent that, at law or in equity, the Trustees has duties and liabilities relating thereto to the Sponsor or the Trust, the Sponsor agrees that such duties and liabilities are replaced by the terms of this Trust Agreement. (c) The Trustees shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Trustees may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustees may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Trustees for any action taken or omitted to be taken by it in good faith in reliance thereon. (d) In the exercise or administration of the trusts hereunder, the Trustees (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Trustees shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustees in good faith, and (ii) may, at the expense of the Sponsor, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other experts. (e) In accepting and performing the trusts hereby created, each Trustee acts solely as a Trustee hereunder and not in its individual capacity, and all persons having any claim against a Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust property for payment or satisfaction thereof:
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Concerning the Trustees. (a) Except as otherwise expressly required by Section 1 of this Trust Agreement or as otherwise required by applicable law or as may be necessary to obtain any licenses, consents or approvals required by applicable law or otherwise, the Trustees shall not have any duty or liability with respect to the administration of the Trust, the investment of the Trust's ’s property or the payment of dividends or other distributions of income or principal to the Trust's ’s beneficiaries. , and no implied obligations shall be inferred from this Trust Agreement on the part of the Trustees. The Trustees shall not be liable for the acts or omissions of the Sponsor nor shall the Trustees be liable for any act or omission by it in good faith in accordance with the directions of the Sponsor.
(b) The Trustees accept the trusts hereby created and agree to perform their duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Trustees shall not be personally liable under any circumstances, except for their own willful misconduct or gross negligence. In particular, but not by way of limitation:
(i) The Trustees shall not be personally liable for any error of judgment made in good faith by an officer or employee of the Trustees;
(ii) No provision of this Trust Agreement shall require the Trustees to expend or risk their personal funds or otherwise incur any financial liability in the performance of their rights or duties hereunder, if the Trustees shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to them;
(iii) Under no circumstance shall the Trustees be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Trustees shall not be personally responsible for or in respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor;
(v) In the event that a Trustee is unsure of the course of action to be taken by it hereunder, a Trustee may request instructions from the Sponsor and to the extent the Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Trustee, it shall have no duty or liability for their failure to take any action or for any action it takes in good faith;
(vi) A11 All funds deposited with the Trustees hereunder may be held in a non-interest bearing trust account and the Trustees shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Sponsor; and
(vii) To the extent that, at law or in equity, the Trustees has duties and liabilities relating thereto to the Sponsor or the Trust, the Sponsor agrees that such duties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Trustees shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Trustees may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustees may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Trustees for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Trustees (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Trustees shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustees in good faith, and (ii) may, at the expense of the Sponsor, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other experts.
(e) In accepting and performing the trusts hereby created, each Trustee acts solely as a Trustee hereunder and not in its individual capacity, and all persons having any claim against a Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust property for payment or satisfaction thereof:.
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Concerning the Trustees. (a) Except as otherwise expressly required by Section 1 of this Trust Agreement or as otherwise required by applicable law or as may be necessary to obtain any licenses, consents or approvals required by applicable law or otherwise, the Trustees shall not have any duty or liability with respect to the administration of the Trust, the investment of the Trust's property or the payment of dividends or other distributions of income or principal to the Trust's beneficiaries. , and no implied obligations shall be inferred from this Trust Agreement on the part of the Trustees. The Trustees shall not be liable for the acts or omissions of the Sponsor nor shall the Trustees be liable for any act or omission by it in good faith in accordance with the directions of the Sponsor.
(b) The Trustees accept the trusts hereby created and agree to perform their duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Trustees shall not be personally liable under any circumstances, except for their own willful misconduct or gross negligence. In particular, but not by way of limitation:
(i) The Trustees shall not be personally liable for any error of judgment made in good faith by an officer or employee of the Trustees;
(ii) No provision of this Trust Agreement shall require the Trustees to expend or risk their personal funds or otherwise incur any financial liability in the performance of their rights or duties hereunder, if the Trustees shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to them;
(iii) Under no circumstance shall the Trustees be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Trustees shall not be personally responsible for or in respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor;
(v) In the event that a Trustee is unsure of the course of action to be taken by it hereunder, a Trustee may request instructions from the Sponsor and to the extent the Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Trustee, it shall have no duty or liability for their failure to take any action or for any action it takes in good faith;
(vi) A11 All funds deposited with the Trustees hereunder may be held in a non-interest bearing trust account and the Trustees shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Sponsor; and
(vii) To the extent that, at law or in equity, the Trustees has duties and liabilities relating thereto to the Sponsor or the Trust, the Sponsor agrees that such duties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Trustees shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Trustees may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustees may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Trustees for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Trustees (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Trustees shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustees in good faith, and (ii) may, at the expense of the Sponsor, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other experts.
(e) In accepting and performing the trusts hereby created, each Trustee acts solely as a Trustee hereunder and not in its individual capacity, and all persons having any claim against a Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust property for payment or satisfaction thereof:.
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Concerning the Trustees. 9.1. Each Trustee (a) Except as otherwise expressly required by Section 1 which, for the purposes of this Trust Intercreditor Agreement includes each separate trustee appointed with such authority pursuant to each Indenture) undertakes to perform such duties and only such duties are specifically set forth in this Intercreditor Agreement as assigned to such Trustee. No implied covenants or obligations shall be read into this Intercreditor Agreement against any Trustee.
9.2. In the absence of bad faith on its part, each may conclusively rely, as otherwise to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to such Trustee and conforming to the requirements of this Intercreditor Agreement; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to any Trustee, such Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Intercreditor Agreement.
9.3. Each Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document believed by applicable law it to be genuine and to have been signed or as may be necessary to obtain any licenses, consents presented by the proper party or approvals required by applicable law or otherwise, the Trustees shall not have any duty or liability with respect to parties.
9.4. Whenever in the administration of this Intercreditor Agreement any Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, such Trustee (unless other evidence be herein specifically prescribed) may, in the Trustabsence of bad faith on its part, rely upon an Officers' Certificate.
9.5. Each Trustee may consult with counsel, and the investment written advice of the Trust's property such counsel or the payment any opinion of dividends or other distributions of income or principal to the Trust's beneficiaries. and no implied obligations counsel shall be inferred from this Trust Agreement on the part full and complete, authorization and protection in respect of the Trustees. The Trustees shall not be liable for the acts any action taken, suffered or omissions of the Sponsor nor shall the Trustees be liable for any act or omission omitted by it such Trustee hereunder in good faith and in accordance with the directions of the Sponsorreliance thereon.
(b) The Trustees accept 9.6. No Trustee shall be bound to make any investigation into the trusts hereby created and agree to perform their duties hereunder with respect to the same but only upon the terms facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document.
9.7. No provision of this Trust Agreement. The Trustees Intercreditor Agreement shall not be personally liable under construed to relieve any circumstancesTrustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except for their own willful misconduct or gross negligence. In particular, but not by way of limitation:
(i) The Trustees that no Trustee shall not be personally liable for any error of judgment made in good faith by an officer or employee of a responsible officer, unless it shall be proved that such Trustee was negligent in ascertaining the Trustees;pertinent facts.
(ii) 9.8. No provision of this Trust Intercreditor Agreement shall require the Trustees any Trustee to expend or risk their personal its own funds or otherwise incur any financial liability in the performance of their rights or any of its duties hereunder, or in the exercise of any of its rights or powers, if the Trustees it shall have reasonable grounds for believing that that, under the terms of the applicable Indenture or otherwise, repayment of such funds or adequate indemnity against such risk or liability is not reasonably reasonable assured or provided to them;it.
(iii) Under no circumstance shall the Trustees be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Trustees shall not be personally responsible for or in respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor;
(v) In the event that a Trustee is unsure of the course of action to be taken by it hereunder, a 9.9. Each Trustee may request instructions from the Sponsor and to the extent the Trustee follows such instructions in good faith it shall not be liable to execute any person. In the event that no instructions are provided within the time requested of its rights or powers hereunder or perform any of its duties hereunder either directly or by the Trustee, it shall have no duty or liability for their failure to take any action or for any action it takes in good faith;
(vi) A11 funds deposited with the Trustees hereunder may be held in a non-interest bearing trust account and the Trustees shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Sponsor; and
(vii) To the extent that, at law or in equity, the Trustees has duties and liabilities relating thereto to the Sponsor or the Trust, the Sponsor agrees that such duties and liabilities are replaced by the terms of this Trust Agreement.
(c) The Trustees shall incur no liability to anyone in acting upon any document believed by it to be genuine and believed by it to be signed by the proper party or parties. The Trustees may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustees may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Trustees for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Trustees (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Trustees such Trustee shall not be liable responsible for any misconduct or negligence on the default part of any agent or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustees in good faith, and (ii) may, at the expense of the Sponsor, consult attorney appointed with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith due care by it in accordance with the advice or opinion of any such counsel, accountants or other expertshereunder.
(e) In accepting and performing the trusts hereby created, each Trustee acts solely as a Trustee hereunder and not in its individual capacity, and all persons having any claim against a Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust property for payment or satisfaction thereof:
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Samples: Intercreditor Agreement (Trumps Castle Associates Lp)
Concerning the Trustees. (a) Except as otherwise expressly required by Section 1 of this Trust Agreement or as otherwise required by applicable law or as may be necessary to obtain any licenses, consents or approvals required by applicable law or otherwise, the Trustees shall not have any duty or liability with respect to the administration of the Trust, the investment of the Trust's property or the payment of dividends or other distributions of income or principal to the Trust's beneficiaries. and no implied obligations shall be inferred from this Trust Agreement on the part of the Trustees. The Trustees shall not be liable for the acts or omissions of the Sponsor nor shall the Trustees be liable for any act or omission by it in good faith in accordance with the directions of the Sponsor.
(b) The Trustees accept the trusts trust hereby created and agree to perform their duties hereunder with respect to the same but only upon the terms of this Trust Agreement. The Trustees Each Trustee shall not be personally liable under any circumstances, except for their its own willful misconduct or gross negligence. In particular, but not by way of limitation:
(i) The Trustees shall not be personally liable for any error of judgment made in good faith by an officer or employee of the Trustees;
(ii) No provision of this Trust Agreement shall require the Trustees to expend or risk their personal own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or duties hereunderpowers, if the Trustees they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to themit;
(ii) The recitals contained herein shall be taken as the statements of the Trust, and the Trustees do not assume any responsibility for their correctness;
(iii) Under no circumstance shall If, (1) in performing its duties under this Trust Agreement, the Trustees be personally liable for Property Trustee is required to decide between alternative courses of action or (2) in construing any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Trustees shall not be personally responsible for or provisions in respect of the genuineness, form or value of the this Trust propertyAgreement, the validity Property Trustee finds the same ambiguous or sufficiency of this Trust Agreement inconsistent with any other provisions contained herein or for (3) the due execution hereof by the Sponsor;
(v) In the event that a Property Trustee is unsure of the application of any provision of this Trust Agreement, then the Property Trustee shall deliver a notice to the Depositor requesting written instructions of the Depositor as to the course of action to be taken taken. The Property Trustee shall take such action, or refrain from taking such action, as the Property Trustee shall be instructed in writing to take, or to refrain from taking, by the Depositor; provided, however, that if the -------- ------- Property Trustee does not receive such instructions of the Depositor within ten business days after it hereunderhas delivered such notice, a Trustee may request instructions from the Sponsor and or such reasonably shorter period of time set forth in such notice (which to the extent the Trustee follows such instructions in good faith it practicable shall not be liable to any person. In the event that no instructions are provided within the time requested by the Trusteeless than five business days), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement as it shall deem advisable and in the best interest of the Depositor, in which event the Property Trustee shall have no duty or liability except for their its own negligent action, its own negligent failure to take any action act or for any action it takes in good faith;
(vi) A11 funds deposited with the Trustees hereunder may be held in a non-interest bearing trust account and the Trustees shall not be liable for any interest thereon or for any loss as a result of the investment thereof at the direction of the Sponsorits own willful misconduct; and
(viiiv) To the extent that, at law or in equity, the Administrative Trustees has have duties (including fiduciary duties) and liabilities relating thereto to the Sponsor or the Trust, the Sponsor agrees that such duties and liabilities are replaced by Administrative Trustees shall not be liable to the terms Trust for the Administrative Trustees' good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustees otherwise existing at law or in equity, are agreed by the Depositor to replace such other duties and liabilities of the Administrative Trustees.
(cb) The Trustees Property Trustee may rely and shall incur no liability to anyone be protected in acting or refraining from acting in good faith upon any resolution, opinion of counsel, certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and believed by it to be have been signed or presented by the proper party or parties. .
(c) The Trustees Property Trustee may accept a certified copy of a resolution execute any of the board trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys and the Property Trustee shall not be responsible for any misconduct or negligence on the part of directors any agent or attorney appointed with due care by it hereunder.
(d) The Property Trustee may consult with counsel or other governing body experts of its selection and the advice or opinion of such counsel or other experts with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed hereinaction taken, the Trustees may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Trustees for any action taken suffered or omitted to be taken by it hereunder in good faith and in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Trustees (i) may act directly or, at the expense of the Trust, through agents or attorneys, and the Trustees shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Trustees in good faith, and (ii) may, at the expense of the Sponsor, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other experts.
(e) In Except as expressly provided in this Section 9, in accepting and performing the trusts trust hereby created, each Trustee acts solely as a Trustee hereunder and not in its individual capacity, and all persons having any claim against a Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust Trust's property for payment or satisfaction thereof:.
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Concerning the Trustees. (a) Except as otherwise expressly required by Section 1 In carrying out any of this Trust Agreement or as otherwise required by applicable law or as may be necessary to obtain any licenses, consents or approvals required by applicable law or otherwiseits responsibilities under the Base Indenture, the Trustees Separate Trustee shall have all of the rights, powers, privileges, protections, duties, immunities and obligations applicable to the Trustee under the Base Indenture with respect to, and only with respect to, any Designated Series. The Original Trustee and the Separate Trustee shall not have any duty or liability with respect to the administration constitute co-trustees of the Trustsame trust, the investment and each of the Trust's property or Original Trustee and the payment of dividends or other distributions of income or principal to the Trust's beneficiaries. and no implied obligations Separate Trustee shall be inferred trustee of a trust or trusts under the Base Indenture and indentures supplemental thereto separate and apart from any trust or trusts administered thereunder by the other trustee. Nothing in this Trust Agreement Second Supplemental Indenture shall be construed to create or impose (i) any liability on the part of the Trustees. The Trustees shall not be liable Original Trustee for the any acts or omissions of the Sponsor nor shall Separate Trustee or (ii) any liability on the Trustees be liable Separate Trustee for any act acts or omission by it in good faith in accordance with the directions omissions of the Sponsor.
(b) The Trustees accept Original Trustee. Matters arising under the trusts hereby created Base Indenture and agree indentures supplemental thereto that purport to perform their duties hereunder require or permit action by the Original Trustee with respect to the same but any Designated Series shall be deemed to require or permit action only upon the terms of this Trust Agreement. The Trustees shall not be personally liable under any circumstances, except for their own willful misconduct or gross negligence. In particular, but not by way of limitation:
(i) The Trustees shall not be personally liable for any error of judgment made in good faith by an officer or employee of the Trustees;
(ii) No provision of this Trust Agreement shall require the Trustees to expend or risk their personal funds or otherwise incur any financial liability in the performance of their rights or duties hereunder, if the Trustees shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to them;
(iii) Under no circumstance shall the Trustees be personally liable for any representation, warranty, covenant or indebtedness of the Trust;
(iv) The Trustees shall not be personally responsible for or in respect of the genuineness, form or value of the Trust property, the validity or sufficiency of this Trust Agreement or for the due execution hereof by the Sponsor;
(v) In the event that a Trustee is unsure of the course of action to be taken by it hereunder, a Trustee may request instructions from the Sponsor and to the extent the Trustee follows such instructions in good faith it shall not be liable to any person. In the event that no instructions are provided within the time requested by the Separate Trustee, it and the Original Trustee shall have no duty responsibility therefor (except to the extent, if any, that any such matter requires action of multiple trustees or liability necessarily pertains to multiple series of Debt Securities, in which case the provisions of Section 202 hereof shall apply). For avoidance of doubt, references in any supplemental indenture or Officers’ Certificate providing for their failure the establishment of the Debt Securities of a Designated Series to take any action sections of the Base Indenture that would otherwise purport to require or for any action it takes in good faith;
(vi) A11 funds deposited permit actions by the Original Trustee with respect to Debt Securities of such Designated Series shall be deemed to require or permit actions only by the Trustees hereunder may be held in a non-interest bearing trust account Separate Trustee and the Trustees Original Trustee shall not be liable for any interest thereon have no responsibility therefor. Matters arising under the Base Indenture and indentures supplemental thereto that purport to require or for any loss as a result of the investment thereof at the direction of the Sponsor; and
(vii) To the extent that, at law or in equity, the Trustees has duties and liabilities relating thereto to the Sponsor or the Trust, the Sponsor agrees that such duties and liabilities are replaced permit action by the terms Separate Trustee with respect to any Debt Securities other than those of this Trust Agreement.
(c) The Trustees a Designated Series shall incur no liability be deemed to anyone in acting upon any document believed by it to be genuine and believed by it to be signed require or permit action only by the proper party or parties. The Trustees may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustees may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Trustees for any action taken or omitted to be taken by it in good faith in reliance thereon.
(d) In the exercise or administration of the trusts hereunder, the Trustees (i) may act directly or, at the expense of the Trust, through agents or attorneysOriginal Trustee, and the Trustees Separate Trustee shall not be liable have no responsibility therefor (except to the extent, if any, that any such matter requires action of multiple trustees or necessarily pertains to multiple series of Debt Securities, in which case the provisions of Section 202 hereof shall apply). For avoidance of doubt, references in any supplemental indenture or Officers’ Certificate providing for the default establishment of Debt Securities other than those of a Designated Series to sections of the Base Indenture that would otherwise purport to require or misconduct of permit actions by the Separate Trustee with respect to such agents Debt Securities shall be deemed to require or attorneys if such agents or attorneys permit actions only by the Original Trustee and the Separate Trustee shall have been selected by the Trustees in good faith, and (ii) may, at the expense of the Sponsor, consult with counsel, accountants and other experts, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other expertsno responsibility therefor.
(e) In accepting and performing the trusts hereby created, each Trustee acts solely as a Trustee hereunder and not in its individual capacity, and all persons having any claim against a Trustee by reason of the transactions contemplated by this Trust Agreement shall look only to the Trust property for payment or satisfaction thereof:
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