Common use of Remarketing Agent's Performance; Duty of Care Clause in Contracts

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Articles Supplementary. No implied covenants or obligations shall be read into this Agreement, or the Articles Supplementary. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and the Articles Supplementary, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall incur no liability to the Fund, the Fund’s investment adviser (the "Adviser"), the Liquidity Provider, the Tender and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRDP Shares in its individual capacity or as Remarketing Agent for any action or failure to act, in connection with its duties under this Agreement and the Articles Supplementary or otherwise, except as a result of its bad faith, gross negligence or willful misconduct on its part. (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Articles SupplementaryStatement of Preferences. No implied covenants or obligations shall be read into this Agreement, or the Articles SupplementaryStatement of Preferences. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and the Articles SupplementaryStatement of Preferences, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall incur no liability to the Fund, the Fund’s 's investment adviser (the "Adviser"), the Liquidity Provider, the Tender and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRDP Shares in its individual capacity or as Remarketing Agent for any action or failure to act, in connection with its duties under this Agreement and the Articles Supplementary Statement of Preferences or otherwise, except as a result of its bad faith, gross negligence or willful misconduct on its part. (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Articles Supplementary. No implied covenants or obligations shall be read into this Agreement, or the Articles Supplementary. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and the Articles Supplementary, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall incur no liability to the Fund, the Fund’s investment adviser (the "“Adviser"”), the Liquidity Provider, the Tender and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRDP Shares in its individual capacity or as Remarketing Agent for any action or failure to act, in connection with its duties under this Agreement and the Articles Supplementary or otherwise, except as a result of its bad faith, gross negligence or willful misconduct on its part. (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Articles Supplementary. No implied covenants or obligations shall be read into this Agreement, or the Articles Supplementary. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and the Articles Supplementary, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall incur no liability to the Fund, the Fund’s 's investment adviser (the "Adviser"), the Liquidity Provider, the Tender and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRDP Shares in its individual capacity or as Remarketing Agent for any action or failure to act, in connection with its duties under this Agreement and the Articles Supplementary or otherwise, except as a result of its bad faith, gross negligence or willful misconduct on its part. (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Articles SupplementaryStatement of Preferences. No implied covenants or obligations shall be read into this Agreement, or the Articles SupplementaryStatement of Preferences. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and the Articles SupplementaryStatement of Preferences, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall incur no liability to the Fund, the Fund’s investment adviser (the "“Adviser"”), the Liquidity Provider, the Tender and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRDP Shares in its individual capacity or as Remarketing Agent for any action or failure to act, in connection with its duties under this Agreement and the Articles Supplementary Statement of Preferences or otherwise, except as a result of its bad faith, gross negligence or willful misconduct on its part. (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Articles SupplementaryStatement of Preferences. No implied covenants or obligations shall be read into this Agreement, or the Articles SupplementaryStatement of Preferences. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and the Articles SupplementaryStatement of Preferences, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall incur no liability to the FundTrust, the FundTrust’s investment adviser (the "“Adviser"”), the Liquidity Provider, the Tender and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRDP Shares in its individual capacity or as Remarketing Agent for any action or failure to act, in connection with its duties under this Agreement and the Articles Supplementary Statement of Preferences or otherwise, except as a result of its bad faith, gross negligence or willful misconduct on its part. (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Articles SupplementaryCertificate of Designation for the Perpetual Preference Shares. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement, Agreement or the Articles SupplementaryCertificate of Designation for the Perpetual Preference Shares. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and or the Articles Supplementary, Certificate of Designation for the Perpetual Preference Shares as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent Agent, acting under this Agreement, shall incur no liability to the Fund, the Fund’s investment adviser (the "Adviser"), the Liquidity Provider, the Tender and Paying Agent Company or to any Beneficial Owner (or its Agent Member) or any Holder holder of the VRDP Remarketed Perpetual Preference Shares in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with its duties under this Agreement and the Articles Supplementary a Remarketing or otherwise, except as a result of its bad faith, if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its part. (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Articles SupplementaryCertificate of Designation. No implied covenants or obligations shall be read into this Agreement, or the Articles SupplementaryCertificate of Designation. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and the Articles SupplementaryCertificate of Designation, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall incur no liability to the Fund, the Fund’s investment adviser (the "Adviser"), the Liquidity Provider, the Tender and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRDP Shares in its individual capacity or as Remarketing Agent for any action or failure to act, in connection with its duties under this Agreement and the Articles Supplementary Certificate of Designation or otherwise, except as a result of its bad faith, gross negligence or willful misconduct on its part. (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent Agents shall be determined solely by the express provisions of this Agreement and the Articles SupplementaryRelated Agreements. No implied covenants or obligations of or against the Remarketing Agents shall be read into this Agreement, Agreement or any of the Articles SupplementaryRelated Agreements. In the absence of bad faith on the part of the Remarketing AgentAgents, the Remarketing Agent Agents may conclusively rely upon any document furnished to it, which purports them pursuant to conform to the requirements of this Agreement and the Articles SupplementaryAgreement, as to the truth of the statements expressed in any of such documents. The Remarketing Agent Agents shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or partiesparties except as otherwise set forth herein. The Remarketing Agent Agents shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate or, if there is any such limitation, the maximum permissible Reset Rate, and they shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the Remarketing Period Start Date for the applicable Remarketing) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. Each Remarketing Agent, acting under this Agreement, shall incur no liability to the Fund, the Fund’s investment adviser (the "Adviser"), the Liquidity Provider, the Tender and Paying Agent Company or to any Beneficial Owner (or its Agent Member) or any Holder holder of the VRDP Shares Remarketed Debentures in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing, except if such liability resulted from its duties under failure to comply with the terms of this Agreement and or the Articles Supplementary or otherwise, except as a result of its bad faith, gross negligence or willful misconduct on its part. (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement and the Articles SupplementaryCertificate of Designation. No implied covenants or obligations shall be read into this Agreement, or the Articles SupplementaryCertificate of Designation. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and the Articles SupplementaryCertificate of Designation, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall incur no liability to the Fund, the Fund’s investment adviser (the "Adviser")adviser, the Liquidity Provider, the Tender and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRDP Shares in its individual capacity or as Remarketing Agent for any action or failure to act, in connection with its duties under this Agreement and the Articles Supplementary Certificate of Designation or otherwise, except as a result of its bad faith, gross negligence or willful misconduct on its part. (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.

Remarketing Agent's Performance; Duty of Care. (a) The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of this Agreement, the Amended Declaration, the Pledge Agreement and the Articles SupplementaryPurchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement, the Amended Declaration, the Pledge Agreement or the Articles SupplementaryPurchase Contract Agreement. In the absence of bad faith on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Agreement and the Articles Supplementary, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or partiesparties except as otherwise set forth herein. The Remarketing Agent Agent, acting under this Agreement, shall incur no liability to the FundCompany, the Fund’s investment adviser (the "Adviser"), the Liquidity Provider, the Tender and Paying Agent Trust or to any Beneficial Owner (or its Agent Member) or any Holder holder of the VRDP Shares Remarketed Trust Preferred Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with its duties under this Agreement and the Articles Supplementary a Remarketing or otherwise, except as a result if such liability is judicially determined to have resulted from its failure to comply with the material terms of its bad faith, this Agreement or the gross negligence or willful misconduct on its part. (b) The Remarketing Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out or caused by the failure of any other party (other than an affiliate of the Remarketing Agent) to provide any notice, statement or document required to be delivered pursuant to any Related Document in connection with performance by the Remarketing Agent of the relevant obligation.