Common use of Custodian as Agent Clause in Contracts

Custodian as Agent. The Depositor, Responsible Individual and Designated Beneficiary acknowledge that they are responsible for any taxes, penalties or other fees and expenses associated with his or her actions or inactions regarding the laws, regulations and rules associated with this Agreement. Further, the Depositor, Responsible Individual, and Designated Beneficiary acknowledge and understand that the Custodian will act solely as an agent and bears no fiduciary responsibility. The Custodian will rely on the information provided by the Depositor, Responsible Individual, and Designated Beneficiary and has no duty to question or independently verify or investigate any such information. The Depositor, Responsible Individual, and Designated Beneficiary will indemnify and hold the Custodian harmless from any liabilities, including claims, judgments, investment losses, and expenses (including attorney's fees), which may arise under this Agreement, except liability arising from gross negligence or willful misconduct of the Custodian. Custodian Acquired/Merged. If the Custodian is purchased by or merged with another financial institution qualified to serve as a trustee or custodian, that institution will automatically become the trustee or custodian of this Xxxxxxxxx ESA unless otherwise indicated.