Common use of Duties of Trustee; Limitation of Liability Clause in Contracts

Duties of Trustee; Limitation of Liability. a. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Amended and Restated Declaration of Trust. Except as otherwise expressly required by this Section 4.4, the Trustee 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 Amended and Restated Declaration of Trust on the part of the Trustee. Any permissive right of the Trustee contained in this Amended and Restated Declaration of Trust shall not be construed as a duty. The Trustee is authorized to execute and deliver such documents and any amendment thereto, in each case, in such form as the Sponsor shall provide and direct in writing, and the approval by the Sponsor shall be evidenced conclusively by the Trustee’s execution thereof. b. The Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Amended and Restated Declaration of Trust. No provision of this Amended and Restated Declaration of Trust shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct. In particular, but not by way of limitation: i. the duties and obligations of the Trustee shall be determined solely by the express provisions of this Amended and Restated Declaration of Trust; the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Amended and Restated Declaration of Trust; no implied covenants, duties (including fiduciary duties and duties existing at law or in equity) or obligations shall be read into this Amended and Restated Declaration of Trust against the Trustee, all such duties which are hereby eliminated; and, in the absence of willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Amended and Restated Declaration of Trust; ii. the Trustee shall not be liable for an error of judgment made in good faith by an officer or employee of the Trustee; iii. the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Sponsor or any other person with the right to direct the Trustee; iv. no provision of this Amended and Restated Declaration of Trust shall require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or duties hereunder, if the Trustee 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 it; v. under no circumstance shall the Trustee be personally liable for any representation, warranty, covenant, agreement or indebtedness of the Trust; vi. the Trustee 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 Amended and Restated Declaration of Trust or for the due execution hereof by the Sponsor; and vii. in the event that the Trustee is unsure of the course of action to be taken by it hereunder, the 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 its failure to take any action or for any action it takes in good faith.

Duties of Trustee; Limitation of Liability. a. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Amended and Restated Declaration of Trust. Except as otherwise expressly required by this Section 4.4, the Trustee 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 Amended and Restated Declaration of Trust on the part of the Trusteeand Trust Agreement. Any permissive right of the Trustee contained in this Amended and Restated Declaration of Trust and Trust Agreement shall not be construed as a duty. The Trustee is authorized to execute and deliver such documents and any amendment thereto, in each case, in such form as the Sponsor shall provide and direct in writing, and the approval by the Sponsor shall be evidenced conclusively by the Trustee’s execution thereof. b. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee accepts that are specifically required to be furnished pursuant to any provision of this Declaration of Trust and Trust Agreement, shall examine them to determine whether they conform on their face to the trusts xxxxxx created requirements of this Declaration of Trust and agrees Trust Agreement. The Trustee shall notify the Sponsor of any such documents which do not materially conform to perform its duties hereunder the requirements of this Declaration of Trust and Trust Agreement in the event that the Trustee, after so requesting of the party required to deliver the same, does not receive satisfactorily corrected documents or a satisfactory explanation regarding any such nonconformities. The Trustee shall not be liable with respect to the same but only upon the terms of this Amended and Restated Declaration of Trust. any action omitted to be taken until such corrected documents or satisfactory explanation is received. c. No provision of this Amended and Restated Declaration of Trust and Trust Agreement shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct. In particular, but not by way of limitation; further: i. the duties and obligations of the Trustee shall be determined solely by the express provisions of this Amended and Restated Declaration of Trust; Trust and Trust Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Amended and Restated Declaration of Trust; Trust and Trust Agreement, no implied covenants, duties (including fiduciary duties and duties existing at law or in equityduties) or obligations shall be read into this Amended and Restated Declaration of Trust and Trust Agreement against the Trustee, all such duties which are hereby eliminated; Trustee and, in the absence of willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Amended and Restated Declaration of TrustTrust and Trust Agreement; ii. the Trustee shall not be liable for an error of judgment made in good faith by an officer or employee of the Trustee;, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and iii. the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Sponsor or any other person with the right to direct the Trustee; iv. no provision of this Amended and Restated Declaration of Trust shall require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or duties hereunder, if the Trustee 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 it; v. under no circumstance shall the Trustee be personally liable for any representation, warranty, covenant, agreement or indebtedness of the Trust; vi. the Trustee 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 Amended and Restated Declaration of Trust or for the due execution hereof by the Sponsor; and vii. in the event that the Trustee is unsure of the course of action to be taken by it hereunder, the 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 its failure to take any action or for any action it takes in good faith.

Duties of Trustee; Limitation of Liability. a. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Second Amended and Restated Declaration of Trust. Except as otherwise expressly required by this Section 4.4, the Trustee 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 Amended and Restated Declaration of Trust on the part of the Trustee. Any permissive right of the Trustee contained in this Second Amended and Restated Declaration of Trust shall not be construed as a duty. The Trustee is authorized to execute and deliver such documents and any amendment thereto, in each case, in such form as the Sponsor shall provide and direct in writing, and the approval by the Sponsor shall be evidenced conclusively by the Trustee’s execution thereof. b. The Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Second Amended and Restated Declaration of Trust. No provision of this Second Amended and Restated Declaration of Trust shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct. In particular, but not by way of limitation: i. the duties and obligations of the Trustee shall be determined solely by the express provisions of this Second Amended and Restated Declaration of Trust; the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Second Amended and Restated Declaration of Trust; no implied covenants, duties (including fiduciary duties and duties existing at law or in equity) or obligations shall be read into this Second Amended and Restated Declaration of Trust against the Trustee, all such duties which are hereby eliminated; and, in the absence of willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Second Amended and Restated Declaration of Trust; ii. the Trustee shall not be liable for an error of judgment made in good faith by an officer or employee of the Trustee; iii. the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Sponsor or any other person with the right to direct the Trustee; iv. no provision of this Second Amended and Restated Declaration of Trust shall require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or duties hereunder, if the Trustee 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 it; v. under no circumstance shall the Trustee be personally liable for any representation, warranty, covenant, agreement or indebtedness of the Trust; vi. the Trustee 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 Second Amended and Restated Declaration of Trust or for the due execution hereof by the Sponsor; and vii. in the event that the Trustee is unsure of the course of action to be taken by it hereunder, the 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 its failure to take any action or for any action it takes in good faith.

Duties of Trustee; Limitation of Liability. a. The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Amended and Restated Declaration of Trust. Except as otherwise expressly required by this Section 4.4, the Trustee 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 Amended and Restated Declaration of Trust on the part of the Trustee. Any permissive right of the Trustee contained in this Amended and Restated Declaration of Trust shall not be construed as a duty. The Trustee is authorized to execute and deliver such documents and any amendment thereto, in each case, in such form as the Sponsor shall provide and direct in writing, and the approval by the Sponsor shall be evidenced conclusively by the Trustee’s execution thereof. b. The Trustee accepts the trusts xxxxxx created and agrees to perform its duties hereunder with respect to the same but only upon the terms of this Amended and Restated Declaration of Trust. No provision of this Amended and Restated Declaration of Trust shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct. In particular, but not by way of limitation:: i. the duties and obligations of the Trustee shall be determined solely by the express provisions of this Amended and Restated Declaration of Trust; the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Amended and Restated Declaration of Trust; no implied covenants, duties (including fiduciary duties and duties existing at law or in equity) or obligations shall be read into this Amended and Restated Declaration of Trust against the Trustee, all such duties which are hereby eliminated; and, in the absence of willful misconduct on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Amended and Restated Declaration of Trust; ii. the Trustee shall not be liable for an error of judgment made in good faith by an officer or employee of the Trustee; iii. the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Sponsor or any other person with the right to direct the Trustee; iv. no provision of this Amended and Restated Declaration of Trust shall require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or duties hereunder, if the Trustee 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 it; v. under no circumstance shall the Trustee be personally liable for any representation, warranty, covenant, agreement or indebtedness of the Trust; vi. the Trustee 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 Amended and Restated Declaration of Trust or for the due execution hereof by the Sponsor; and vii. in the event that the Trustee is unsure of the course of action to be taken by it hereunder, the 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 its failure to take any action or for any action it takes in good faith.