Common use of Protection of Trustees Clause in Contracts

Protection of Trustees. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (a) the recitals contained herein and in the Securities, except the Trustees’ certificates of authentication, shall be taken as the statements of the Corporation, and neither the Trustees nor any Authenticating Agent shall be liable for or assume any responsibility for their correctness; (b) no Trustee makes any representation as to, or shall be liable for, the validity or sufficiency of this Indenture or of the Securities; (c) no Trustee nor any Authenticating Agent shall be accountable for the use or application by the Corporation of any of the Securities or of the proceeds thereof; (d) nothing herein contained shall impose any obligation on a Trustee to see or to require evidence of registration or filing (or renewals thereof) of this Indenture or any instrument ancillary or supplemental hereto; (e) a Trustee shall not be bound to give any notice of the execution hereof; (f) a Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any act of the agents or servants of the Corporation; and (g) the Corporation shall indemnify each Trustee and each Agent, and the directors, officers and employees of each Trustee and each Agent, for, and hold each such Person harmless against, any claim, loss, liability or expense incurred without negligence or bad faith (as determined by a court of competent jurisdiction from which no appeal may be taken) on the part of such Trustee or such Agent, as the case may be, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation under this Section 6.03(g) shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of such Trustee or such Agent.

Protection of Trustees. By way The Corporation hereby indemnifies and saves harmless each Trustee and its directors, officers and employees from and against all claims, demands, losses, actions, causes of supplement to action, costs, charges, expenses, damages, taxes (other than income or capital taxes), penalties and liabilities whatsoever brought against or incurred by such Trustee which it may suffer or incur as a result of or arising in connection with the provisions performance of its duties and obligations under this Indenture, including any law for the time being relating to trusteesand all legal fees and disbursements of whatever kind or nature, it is expressly declared and agreed as follows: (a) the recitals contained herein and except only in the Securities, except the Trustees’ certificates of authentication, shall be taken as the statements event of the Corporationgross negligence, wilful misconduct, breach of fiduciary duty or bad faith of such Trustee. This indemnity shall survive the removal or resignation of a Trustee under this Indenture and neither the Trustees nor any Authenticating Agent termination of this Indenture. Neither Trustee shall be liable for or assume by reason of any responsibility for their correctness; (b) no Trustee makes any representation as to, or shall be liable for, the validity or sufficiency statements of fact in this Indenture or in the Debentures (except for the representations contained in Sections 13.4 and 13.19 and in the authentication of the Securities; (cTrustees on the Debentures) no Trustee nor any Authenticating Agent or required to verify such statements, and all such statements are and shall be accountable for the use or application deemed to be made by the Corporation of any of the Securities or of the proceeds thereof; (d) nothing herein contained shall impose any obligation on a Trustee to see or to require evidence of registration or filing (or renewals thereof) of this Indenture or any instrument ancillary or supplemental hereto; (e) a Corporation. Neither Trustee shall not be bound to give notice to any notice Person of the execution hereof; (f) a of this Indenture. Neither Trustee shall not incur any liability or responsibility whatever or be in any way be responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained in this Indenture or in any Debentures or of any act acts of the agents or servants employees of the Corporation; and. Neither Trustee nor any Affiliate of either Trustee shall be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation. Nothing in this Indenture shall impose on either Trustee any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental to this Indenture in any jurisdiction. Neither Trustee shall: (ga) be responsible or liable for any debts contracted by it, for damages to Persons or property, for salaries, or for nonfulfillment of contracts in any period during which the Trustee is managing or in possession of assets of the Corporation, (b) be liable to account as mortgagee in possession or for anything other than actual receipts or be liable for any loss on realization or for any default or omission for which a mortgagee in possession may be liable, (c) be bound to do, observe or perform or to see to the observance of performance by the Corporation shall indemnify each Trustee and each Agentof any obligations or covenants imposed upon the Corporation, or (d) in the case of any chattel paper, security or instrument, be obligated to preserve rights against any other Persons, and the directorsCorporation waives any provision of applicable law permitted to be waived by it which imposes higher or greater obligations upon either Trustee. The Trustees shall not be responsible or liable in any manner whatever for the sufficiency, officers and employees correctness, genuineness or validity of each Trustee and each Agentany security deposited with it. The Trustees shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, formail or any other means. The Trustees shall not be responsible for ensuring that the proceeds from the sale of Debentures are used in a manner contemplated by any prospectus pursuant to which such Debentures were offered or sold. The Trustees shall be entitled to rely on, and hold each such Person harmless againstact upon any direction, any claimorder, lossnotice, liability instruction or expense incurred without negligence or bad faith (as determined other communication provided to it hereunder which is sent to it by a court of competent jurisdiction from which no appeal may be taken) on the part of such Trustee or such Agent, as the case may be, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation under this Section 6.03(g) shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of such Trustee or such Agentfacsimile transmission.

Protection of Trustees. By way of supplement to 8.1 The Trustees may act on the provisions advice or opinion of any law for the time being relating to trusteesactuary, it is expressly declared and agreed as follows: (a) the recitals contained herein and in the Securitiesaccountant, except the Trustees’ certificates of authenticationlawyer, shall be taken as the statements surveyor, stockbroker or other professional person or expert employed or instructed by them or by any of the Corporation, Employers and neither on the advice of any medical man employed or consulted by the Trustees nor or by any Authenticating Agent Group company or by any person applying for or in receipt of any pension or benefit; and shall not be liable for any loss thereby occasioned. 8.2 No Trustee and no director or officer of any body corporate being a Trustee shall be liable for loss occasioned by any act or assume any responsibility for their correctness; (b) no Trustee makes any representation as to, or shall be liable for, the validity or sufficiency of this Indenture or of the Securities; (c) no Trustee nor any Authenticating Agent shall be accountable for the use or application by the Corporation of any of the Securities or of the proceeds thereof; (d) nothing herein contained shall impose any obligation on a Trustee to see or to require evidence of registration or filing (or renewals thereof) of this Indenture or any instrument ancillary or supplemental hereto; (e) a Trustee shall not be bound to give any notice of the execution hereof; (f) a Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach omission on the part of himself or any of his co-Trustees or any agent or servant employed by him or by any of his co-Trustees (whether or not such employment was strictly necessary or expedient) unless such loss was attributable to his personal dishonesty or to the Corporation wilful commission by him personally of a positive act consciously known by him to constitute a breach of trust. 8.3 Should any provision contained in Clause 8 be held to be invalid under any applicable Statute or rule of law and if any Trustee hereof (or any director or officer of any body corporate being a trustee hereof), thereby becomes liable to any loss or damage which would otherwise have been excluded, then in addition to all indemnities conferred upon trustees generally by law, the Group companies hereby jointly and severally covenant to indemnify and keep indemnified each such Trustee or other person against all actions claims demands costs and expenses arising in respect thereof or in connection therewith. 8.4 If a Trustee ceases to be a Trustee hereof or becomes for any reason incapable of the covenants herein contained or acting as a Trustee hereof such Trustee shall be released from all claims demands actions proceedings and accounts of any act of the agents or servants of the Corporation; and (g) the Corporation shall indemnify each Trustee and each Agent, and the directors, officers and employees of each Trustee and each Agent, for, and hold each such Person harmless against, any claim, loss, liability or expense incurred without negligence or bad faith (as determined by a court of competent jurisdiction from which no appeal may be taken) kind on the part of such Trustee any person (whether in existence or such Agent, as the case may be, not) actually or prospectively interested under this Plan other than and except only for actions: 8.4.1 resulting from or arising out of or in connection with any fraud or breach of trust to which such Trustee or (in the acceptance or administration case of the trust or trusts hereunder or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of a corporate Trustee any of its powers officers or duties hereunder. The obligation employees) was a party or privy; 8.4.2 to recover from such Trustee property held under this Section 6.03(g) shall survive the satisfaction and discharge terms of this Indenture and the earlier resignation Plan or removal the proceeds of such property in the possession of such Trustee or previously received by such AgentTrustee (or in the case of a corporate Trustee by any of its officers or employees) and converted to his own use. 8.5 The Trustees shall be under no liability or duty to see that any contributions or other moneys payable under the Plan to them or as they shall direct are in fact paid. 8.6 The Trustees shall not be obliged to institute, maintain or defend any legal proceedings in relation to the Plan but may do so if they in their absolute discretion think fit.