DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) Northern shall be responsible for the performance of only such duties as are set forth in this Agreement. In the performance of its duties hereunder, Northern shall be obligated, as applicable, to exercise the due care and diligence of a professional fund administrator and fund accountant in providing the services called for in this Agreement, including the services referenced in Section 4 of this Agreement, and in all events shall act in good faith in performing the services provided for under this Agreement.
DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized.
DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, Sub-Transfer Agent shall be obligated to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, Sub-Transfer Agent shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Company and its custodians, officers and directors, investors, agents and other service providers which Sub-Transfer Agent reasonably believes to be genuine, valid and authorized. Sub-Transfer Agent shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate.
DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, U.S. Trust shall be obligated to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, U.S. Trust shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Company and its custodians, officers and directors, investors, agents and other service providers which U.S. Trust reasonably believes to be genuine, valid and authorized. U.S. Trust shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate.
DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, Service Provider shall be obligated to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, UAMFSI represents and warrants that Service Provider shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from UAMFSI and the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which Service Provider reasonably believes to be genuine, valid and authorized, and that Service Provider shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by UAMFSI and/or the Fund, as necessary or appropriate.
DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Transfer Agent shall be obligated to exercise due care and diligence, and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Transfer Agent shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents and other service providers which the Transfer Agent reasonably believes to be genuine, valid and authorized. The Transfer Agent shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Fund, as necessary or appropriate.
DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, Chase shall be obligated to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, UAMFSI represents and warrants that Chase shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from UAMFSI and the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which Chase reasonably believes to be genuine, valid and authorized, and that Chase shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by UAMFSI and/or the Fund, as necessary or appropriate. Also, Chase shall be entitled to rely on any financial, regulatory, tax or other records or information provided by the Fund or third parties prior to the date of this Agreement without verification by Chase.
DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) Northern shall be responsible for the performance of only such duties as are set forth in this Agreement. In the performance of its duties hereunder, Northern shall be obligated, as applicable, to exercise the reasonable care, skill, prudence and diligence that may reasonably be expected of a professional fund administrator and fund accountant in providing the services called for in this Agreement, including the services referenced in Section 4 of this Agreement, and in all events shall act in good faith in performing the services provided for under this Agreement (the “Standard of Care”). For all purposes of this Agreement, Northern’s failure to satisfy the Standard of Care in connection with the performance of Northern’s duties or obligations hereunder shall be considered “negligence” by Northern.
DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) The duties, rights and responsibilities of the Trustees shall be as provided by this Trust Agreement and the Delaware Statutory Trust Act and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their 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 powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section 8.1. No Trustee shall be liable hereunder except for its own gross negligence or willful misconduct; provided, however, to the extent required by the Trust Indenture Act, nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own failure to act, or its own willful misconduct. To the extent that, at law or in equity, a Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, such Trustee shall not be liable to the Trust or to any Securityholder for such Trustee’s 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 a Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of such Trustee.
DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) Northern shall not in the absence of some act (or omission) of negligence, fraud, bad faith, willful default, a material breach of this Agreement or reckless disregard of its duties under this Agreement, be liable for (i) any loss, cost, expense or damage suffered by a Fund or otherwise arising directly or indirectly as a result of or in the course of discharge by Northern of its duties hereunder or in connection with the subject matter of this Agreement and (ii) any direct loss or damage which may be sustained in the holding or sale of any securities, cash and all other assets of a Fund from time to time including any certificates or documents of or evidencing title thereto (each an “Investment”) in the Fund, and each Fund shall, separately and not jointly, indemnify and hold harmless and keep Northern indemnified against all actions, proceedings, claims and demands (including costs and expenses incidental thereto) resulting from the fact that Northern has acted hereunder in respect of that Fund in accordance with proper instructions (as agreed by the Parties) or as authorised under this Agreement unless such actions, proceedings, claims or demands arose out of or relate to some act (or omission) of negligence, fraud, bad faith, willful default, a material Second Amended and Restated Fund Administration and Accounting Services Agreement breach of this Agreement or reckless disregard of its duties under this Agreement on the part of Northern.
