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 Supplement. No implied covenants or obligations shall be read into this Agreement, or the Supplement. 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 Statement, 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 Investment Adviser, the Calculation and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRRM-MFP 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 Supplement or otherwise, except as a result of 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 SupplementStatement. No implied covenants or obligations shall be read into this Agreement, or the SupplementStatement. 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 Statement, 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 Investment AdviserFund’s investment adviser, the Calculation Liquidity Provider, the Tender and Paying Agent or to any Beneficial Owner (or its Agent Member) or any Holder of the VRRM-MFP 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 Supplement Statement 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 each of the Remarketing Agent and the Standby Remarketing Agent shall be determined solely by the express provisions of this Remarketing Agreement and the SupplementIndenture. Neither the Remarketing Agent nor the Standby Remarketing Agent shall be responsible for the acts or omissions of any other party pursuant to this Agreement. No implied covenants or obligations of or against the Remarketing Agent or the Standby Remarketing Agent shall be read into this Agreement, Remarketing Agreement or the SupplementIndenture. In the absence of bad faith on the part of the Remarketing Agent or the Standby Remarketing Agent, the Remarketing Agent such party may conclusively rely upon any document furnished to it, which purports to conform to the requirements of this Remarketing Agreement and or the StatementIndenture, as to the truth of the statements expressed in any of such documents. The Each of the Remarketing Agent and the Standby 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 Each of the Remarketing Agent and the Standby Remarketing Agent shall incur no liability to the Fund, the Investment Adviser, the Calculation and Paying Agent Company or to any Beneficial Owner (or its Agent Member) or any Holder of the VRRM-MFP Shares Notes in its individual capacity or as Remarketing Agent for any action or failure to act, act in connection with its duties under this Agreement and the Supplement a remarketing or otherwise, except as a result of 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 Trust Agreement, the Pledge Agreement and the SupplementPurchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement, the Trust Agreement, the Pledge Agreement or the SupplementPurchase 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 Statement, 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 Investment Adviser, the Calculation and Paying Agent Trust or to any Beneficial Owner (or its Agent Member) or any Holder holder of the VRRM-MFP 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 Supplement 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 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.

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 Pledge Agreement and the SupplementPurchase Contract Agreement. No implied covenants or obligations of or against the Remarketing Agent shall be read into this Agreement, the Pledge Agreement or the SupplementPurchase 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 Statement, 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 Fund, the Investment Adviser, the Calculation and Paying Agent Company or to any Beneficial Owner (or its Agent Member) or any Holder holder of the VRRM-MFP Shares Remarketed Notes 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 Supplement 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 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.