Common use of Scope of Undertaking Clause in Contracts

Scope of Undertaking. The Trustee [, as a fiduciary] [Party A and the Trustee may insert this language or omit it] will be subject to and will perform all duties in accordance with [this Agreement] [all rules of law relating to fiduciaries and trustees] [Party A and the Trustee may insert either of the bracketed phrases.]. The Trustee will perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants, agreements or duties will be read into this Agreement against the Trustee. The Trustee will have no duty to perform, cause the performance of, manage, monitor, evaluate or approve the reclamation work. The Trustee is not a principal, participant, or beneficiary in any transaction underlying this Agreement and will have no duty to inquire beyond the terms and provisions of this Agreement except as specifically provided herein. The Trustee will not be required to deliver the Trust Funds or any part thereof, or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold in trust, invest, reinvest, and release, disburse or distribute the Trust Funds as herein provided. The Trustee will not be required to notify or obtain the consent, approval, authorization or order of any court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the Parties that, unless otherwise provided herein, the Trustee will not be required to exercise any discretion hereunder and will have no investment or management responsibility and, accordingly, will have no duty to, or liability for its failure to, provide investment recommendations or investment advice to Party A. The Trustee will not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subject, however, to Section 6.1(m) (if applicable), and its own willful misconduct or [negligence] [gross negligence] [Party A and the Trustee may agree upon either standard]. It is the intention of the Parties that the Trustee will not be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder.

Scope of Undertaking. The Trustee [, as a fiduciary] [Party A and the Trustee may insert this language or omit it] will be subject to and will must perform all duties in accordance with [this Agreement] [all rules of law relating to fiduciaries and trustees] [Party A and the Trustee may insert either of the bracketed phrases.]. The Trustee will perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants, agreements or duties will be read into this Agreement against the Trustee. The Trustee will have no duty to perform, cause the performance of, manage, monitor, evaluate or approve the reclamation workDecommissioning Work. The Trustee is not a principal, participant, or beneficiary in any transaction underlying this Agreement and will have no duty to inquire beyond the terms and provisions of this Agreement except as specifically provided herein. The Trustee will not be required to deliver the Decommissioning Trust Funds or any part thereof, or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold in trust, invest, reinvest, and release, disburse or distribute the Decommissioning Trust Funds as herein provided. The Trustee will not be required to notify or obtain the consent, approval, authorization or order of any court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the Parties that, unless otherwise provided herein, the Trustee will not be required to exercise any discretion hereunder and will have no investment or management responsibility and, accordingly, will have no duty to, or liability for its failure to, provide investment recommendations or investment advice to Party A. The Trustee will not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subject, however, to Section 6.1(m) (if applicable), and its own willful misconduct or [negligence] [gross negligence] [Party A and the Trustee may agree upon either standard]. It is the intention of the Parties that the Trustee will not be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder.

Scope of Undertaking. The Trustee [, as a fiduciary] [Party A and the Trustee may insert this language or omit it] will shall be subject to and will shall perform all duties in accordance with [this Agreement] [all rules of law relating to fiduciaries and trustees] [Party A and the Trustee may insert either of the bracketed phrases.]. The Trustee will shall perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants, agreements or duties will shall be read into this Agreement against the Trustee. The Trustee will shall have no duty to perform, cause the performance of, manage, monitor, evaluate or approve the reclamation work. The Trustee is not a principal, participant, or beneficiary in any transaction underlying this Agreement and will shall have no duty to inquire beyond the terms and provisions of this Agreement except as specifically provided herein. The Trustee will shall not be required to deliver the Trust Funds or any part thereof, or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold in trust, invest, reinvest, and release, disburse or distribute the Trust Funds as herein provided. The Trustee will shall not be required to notify or obtain the consent, approval, authorization or order of any court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the Parties that, unless otherwise provided herein, the Trustee will shall not be required to exercise any discretion hereunder and will shall have no investment or management responsibility and, accordingly, will shall have no duty to, or liability for its failure to, provide investment recommendations or investment advice to Party A. Anaheim. The Trustee will shall not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subject, however, to Section 6.1(m) (if applicable), and its own willful misconduct or [negligence] [gross negligence] [Party A and the Trustee may agree upon either standard]. It is the intention of the Parties that the Trustee will shall not be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder.

Scope of Undertaking. The Trustee [, as a fiduciary] [Party A and the Trustee may insert this language or omit it] will be subject to and will perform all duties in accordance with [this Agreement] [all rules of law relating to fiduciaries and trustees] [Party A and the Trustee may insert either of the bracketed phrases.]. The Trustee will perform such Escrow Agent's duties and only such duties as are specifically responsibilities in connection with this Escrow Agreement shall be purely ministerial and shall be limited to those expressly set forth in this Escrow Agreement, and no implied covenants, agreements or duties will be read into this Agreement against the Trustee. The Trustee will have no duty to perform, cause the performance of, manage, monitor, evaluate or approve the reclamation work. The Trustee Escrow Agent is not a principal, participant, participant or beneficiary in any transaction underlying this Escrow Agreement and will shall have no duty to inquire beyond the terms and provisions of this Agreement except as specifically provided hereinhereof. The Trustee will Escrow Agent shall have no responsibility or obligation of any kind in connection with this Escrow Agreement or the Escrowed Shares and Escrow Funds other than as expressly set forth herein and shall not be required to deliver the Trust Escrowed Shares and Escrow Funds or any part thereof, thereof or take any action with respect to any matters that might arise anise in connection therewith, other than to receive, hold in trusthold, invest, reinvest, reinvest and release, disburse or distribute deliver the Trust Escrowed Shares and Escrow Funds as herein provided. The Trustee will not be required to notify or obtain the consent, approval, authorization or order of any court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the Parties that, unless otherwise provided herein, the Trustee will parties hereto that Escrow Agent shall not be required to exercise any discretion hereunder and will shall have no o investment or management responsibility and, accordingly, will shall have no duty to, or liability for its failure to, provide investment recommendations or investment advice to Party A. the Parent or Stockholders Representative or any of them. The Trustee will Escrow Agent shall not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subjectexcept for, however, subject to Section 6.1(m6(a) (if applicable)hereinabove, and its own willful misconduct or [negligence] [gross negligence] [Party A and the Trustee may agree upon either standard]. It is the intention of the Parties parties hereto that the Trustee will not Escrow Agent shall never be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder.

Scope of Undertaking. The Trustee [duties and responsibilities of the Trustee, as a fiduciary] [Party A and the Trustee may insert in connection with this language or omit it] Agreement, will be subject purely ministerial and limited to and will perform all duties in accordance with [this Agreement] [all rules of law relating to fiduciaries and trustees] [Party A and the Trustee may insert either of the bracketed phrases.]. The Trustee will perform such duties and only such duties as are specifically responsibilities expressly set forth in this Agreement, and no implied covenants, agreements or duties will be read into this Agreement against the Trustee. The Trustee will have no duty to perform, cause the performance of, manage, monitor, evaluate or approve the reclamation work. The Trustee is not a principal, participant, or beneficiary in any transaction underlying this Agreement and will have no duty to inquire beyond the terms and provisions of this Agreement except as specifically provided hereinhereof. The Trustee will not be required to deliver the Trust Funds or any part thereof, or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold in trust, invest, reinvest, and release, disburse or distribute the Trust Funds as herein provided. The Trustee will not be required to notify or obtain the consent, approval, authorization or order of any court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the Parties that, unless otherwise provided herein, the Trustee will not be required to exercise any discretion hereunder and will have no responsibility with respect to investment or management responsibility andof Trust Funds, accordinglyother than to act in accordance with the written instructions, will have no duty toprovided herein, or liability for its failure to, provide investment recommendations or investment advice to Party A. that all funds shall be maintained in interest bearing Cash Equivalents. The Trustee will not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subject, however, to Section 6.1(m) (if applicable), and its own willful misconduct or [negligence] [gross negligence] [Party A and the Trustee may agree upon either standard]. It is the intention of the Parties that the Trustee will not never be required to use, advance advance, or risk its own funds or otherwise incur financial liability liability, in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Trustee may rely on and will not be liable for acting or refraining from acting upon any written notice, instruction, request, or other communication, furnished to it, pursuant to this Agreement and believed by it to have been signed or presented by the proper party or parties. The Trustee is authorized, in its sole discretion, to disregard any and all notices or instructions given by any other party hereto or by any other person, firm, or corporation, which is not a party to this Agreement, except as to (i) such notices or instructions provided for herein this Agreement and (ii) orders or process of any Federal court entered or issued with or without jurisdiction. If any property or Trust Funds subject hereto is/are, at any time, attached, garnished, or levied upon under any Federal court order; or in case the payment, assignment, transfer, conveyance, or delivery of any such property shall be stayed or enjoined by Federal court order; or, in case court order, judgement, or decree, shall be made or entered by Federal court affecting such property or any part hereof, then, and in any of such events, the Trustee is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgement, or decree with which it is advised, by legal counsel of its own choosing, is binding upon it, provided that the Trustee shall not take any action until eleven (11) days after entry of such order, writ, judgement, or decree. Trustee, upon compliance with any such order, writ, judgement, or decree, shall not be liable to any other party hereto or to any other person, firm, or corporation, by reason of such compliance, even though such order, writ, judgement, or decree may be subsequently reversed, modified, annulled, set aside, or vacated; unless such order, writ, judgement, or decree has been stayed by court order pending appeal. The Trustee may rely and shall be protected in acting or refraining from acting, upon any instrument furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the appropriate party or parties (including, without limitation, with respect to any party which is a corporation, any instrument purporting to have been signed on its behalf by an authorized officer). The Trustee shall make a reasonable effort to verify the validity and genuineness of any documents mentioned in this paragraph. If the Trustee has made such a reasonable effort, the Trustee shall not be responsible for the sufficiency, accuracy, form, execution, validity, or genuineness of documents or securities presented to it; nor shall it be responsible or liable, in any respect, on account of the identity, authority, or rights of any person executing, depositing, delivering, or purporting to execute, deposit, or deliver any such document, security, endorsement, or this Agreement, or on account of or by reason of forgeries, false representations, or the exercise of its discretion, in any particular manner. The Trustee shall not be liable for any damage, loss, liability, or delay caused by accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of God, or any cause which is reasonably unavoidable or beyond its reasonable control. The Trustee may consult with legal counsel, of its own choosing, reasonably acceptable to Settlor and Beneficiary, who will not unreasonably withhold their consent to counsel, and shall be entitled to advice of such legal counsel, concerning all matters of this Trust Agreement. The Trustee may act upon the opinion or advice of such legal counsel, in the exercise of its reasonable care. Settlor hereby agrees to protect, defend, indemnify, and hold harmless the Trustee against and from any and all costs, losses, liabilities, expenses (including counsel fees and expenses), and claims imposed upon or asserted against the Trustee, on account of any action taken or omitted to be taken, in connection with its acceptance of or performance of its duties and obligations, under this Agreement, except as a result of its gross negligence or willful malfeasance, as well as the costs and expenses of defending itself against any claim or liability, arising out of or relating to this Agreement. This indemnification shall survive the release, discharge, termination, and/or satisfaction of the Agreement. If Settlor is required to make payment to the Trustee, with respect to any claims asserted under this Section 2.10, such payment shall not be deducted from the Trust Funds, but shall be paid from Settlor’s corporate resources.

Scope of Undertaking. The Trustee [, as a fiduciary] [Party Participant A and the Trustee may insert this language or omit it] will shall be subject to and will shall perform all duties in accordance with [this Agreement] [all rules of law relating to fiduciaries and trustees] [Party Participant A and the Trustee may insert either of the bracketed phrases.]. The Trustee will shall perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants, agreements or duties will shall be read into this Agreement against the Trustee. The Trustee will shall have no duty to perform, cause the performance of, manage, monitor, evaluate or approve the reclamation work. The Trustee is not a principal, participant, or beneficiary in any transaction underlying this Agreement and will shall have no duty to inquire beyond the terms and provisions of this Agreement except as specifically provided herein. The Trustee will shall not be required to deliver the Trust Funds or any part thereof, or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold in trust, invest, reinvest, and release, disburse or distribute the Trust Funds as herein provided. The Trustee will shall not be required to notify or obtain the consent, approval, authorization or order of any court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the Parties that, unless otherwise provided herein, the Trustee will shall not be required to exercise any discretion hereunder and will shall have no investment or management responsibility and, accordingly, will shall have no duty to, or liability for its failure to, provide investment recommendations or investment advice to Party Participant A. The Trustee will shall not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subject, however, to Section 6.1(m) (if applicable), and its own willful misconduct or [negligence] [gross negligence] [Party Participant A and the Trustee may agree upon either standard]. It is the intention of the Parties that the Trustee will shall not be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder.

Scope of Undertaking. The Trustee [, as a fiduciary] [Party A and the Trustee may insert this language or omit it] will be subject to and will perform all duties in accordance with [this Agreement] [all rules of law relating to fiduciaries and trustees] [Party A and the Trustee may insert either of the bracketed phrases.]. The Trustee will perform such Escrow Agent's duties and only such duties as are specifically responsibilities in connection with this Escrow Agreement shall be purely ministerial and shall be limited to those expressly set forth in this Escrow Agreement, and no implied covenants, agreements or duties will be read into this Agreement against the Trustee. The Trustee will have no duty to perform, cause the performance of, manage, monitor, evaluate or approve the reclamation work. The Trustee Escrow Agent is not a principal, participant, or beneficiary in any transaction underlying this Escrow Agreement and will shall have no duty to inquire beyond the terms and provisions of this Escrow Agreement except as specifically provided herein. The Trustee will Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement and any part hereof, for the transaction or transactions requiring or underlying the execution of this Escrow Agreement or the form or execution hereof, or for the identity or authority of any person executing this Escrow Agreement or any part hereof, or for depositing the Escrow Deposit or any subsequent deposits. Escrow Agent shall not be required to deliver the Trust Funds or any part thereof, or take any action with respect to any matters that might arise in connection therewithherewith, other than to receive, hold in trust, invest, reinvesthold, and release, disburse or distribute deliver the Trust Funds Escrow Consideration as herein provided. The Trustee will Escrow Agent shall not be required to notify or obtain the consent, approval, authorization authorization, or order of any court or governmental body to perform its obligations under this Escrow Agreement, except as expressly provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the Parties that, unless otherwise provided herein, the Trustee will parties hereto that Escrow Agent shall not be required to exercise any discretion hereunder and will hereunder, shall have no investment or management responsibility and, accordingly, will shall have no duty toduty, or liability for its failure to, to provide investment recommendations or investment advice to Party A. The Trustee will Purchaser, the Member Representative, third parties, or any of them. Escrow Agent shall not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subject, however, to Section 6.1(m) (if applicable)3.6 hereof, and its own providing for liability in the event of willful misconduct misconduct, gross negligence or [negligence] [gross negligence] [Party A and the Trustee may agree upon either standard]fraud. It is the intention of the Parties parties hereto that the Trustee will Escrow Agent shall not be required to use, advance advance, or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and or powers hereunder. Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Consideration, or to file any financing statement under the Uniform Commercial Code of any jurisdiction with respect to the Escrow Consideration, or any part thereof.

Scope of Undertaking. The Trustee [, as a fiduciary] [Party A and the Trustee may insert this language or omit it] will be subject to and will perform all duties in accordance with [this Agreement] [all rules of law relating to fiduciaries and trustees] [Party A and the Trustee may insert either of the bracketed phrases.]. The Trustee will perform such Escrow Agent's duties and only such duties as are specifically responsibilities in connection with this Escrow Agreement shall be purely ministerial and shall be limited to those expressly set forth in this Escrow Agreement, and no implied covenants, agreements or duties will be read into this Agreement against the Trustee. The Trustee will have no duty to perform, cause the performance of, manage, monitor, evaluate or approve the reclamation work. The Trustee Escrow Agent is not a principal, participant, participant or beneficiary in any transaction underlying this Escrow Agreement and will shall have no duty to inquire beyond the terms and provisions of this Agreement except as specifically provided hereinhereof. The Trustee will Escrow Agent shall have no responsibility or obligation of any kind in connection with this Escrow Agreement or the Escrowed Shares and Escrow Funds other than as expressly set forth herein and shall not be required to deliver the Trust Escrowed Shares and Escrow Funds or any part thereof, thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold in trusthold, invest, reinvest, reinvest and release, disburse or distribute deliver the Trust Escrowed Shares and Escrow Funds as herein provided. The Trustee will not be required to notify or obtain the consent, approval, authorization or order of any court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the Parties that, unless otherwise provided herein, parties hereto that the Trustee will Escrow Agent shall not be required to exercise any discretion hereunder and will shall have no investment or management responsibility and, accordingly, will shall have no duty to, or liability for its failure to, provide investment recommendations or investment advice to Party A. the Parent or Principal Stockholders or any of them. The Trustee will Escrow Agent shall not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subjectexcept for, however, subject to Section 6.1(m6(a) (if applicable)hereinabove, and its own willful misconduct or [negligence] [gross negligence] [Party A and the Trustee may agree upon either standard]. It is the intention of the Parties parties hereto that the Trustee will not Escrow Agent shall never be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder.

Scope of Undertaking. The Trustee [, as a fiduciary] [Party A and the Trustee may insert this language or omit it] will be subject to and will perform all duties in accordance with [this Agreement] [all rules of law relating to fiduciaries and trustees] [Party A and the Trustee may insert either of the bracketed phrases.]. The Trustee will perform such Escrow Agent's duties and only such duties as are specifically responsibilities in connection with this Escrow Agreement shall be purely ministerial and shall be limited to those expressly set forth in this Escrow Agreement, and no implied covenants, agreements or duties will be read into this Agreement against the Trustee. The Trustee will have no duty to perform, cause the performance of, manage, monitor, evaluate or approve the reclamation work. The Trustee Escrow Agent is not a principal, participant, participant or beneficiary in any transaction underlying this Escrow Agreement and will shall have no duty to inquire beyond the terms and provisions hereof. Except as set forth in SECTION 16, the Escrow Agent shall have no responsibility or obligation of any kind in connection with this Escrow Agreement except as specifically provided herein. The Trustee will or the Escrowed Property and shall not be required to deliver the Trust Funds Escrowed Property or any part thereof, thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold in trusthold, invest, reinvest, reinvest and release, disburse or distribute deliver the Trust Funds Escrowed Property as herein provided. The Trustee will not be required to notify or obtain the consent, approval, authorization or order of any court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the Parties that, unless otherwise provided herein, parties hereto that the Trustee will Escrow Agent shall not be required to exercise any discretion hereunder and will shall have no investment or management responsibility and, accordingly, will shall have no duty to, or liability for its failure to, provide investment recommendations or investment advice to Party A. Seller or Purchaser. The Trustee will Escrow Agent shall not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subjectexcept for, howeversubject to SECTION 8 hereof, to Section 6.1(m) (if applicable), and its own fraud, willful misconduct misconduct, gross negligence or [negligence] [gross negligence] [Party A material breach of this Escrow Agreement. It is expressly agreed and acknowledged that the Trustee may agree upon either standard]Escrowed Property remains property of the Seller following the deposit of such funds with the Bank in accordance with the terms hereof and does not constitute the assets of any of the Pension Trusts or the defined benefit plans related thereto and that no action taken by the Bank in accordance with the terms hereof shall be construed or interpreted to render the Bank a fiduciary with respect to the Pension Trusts for any purpose. It is the intention of the Parties parties hereto that the Trustee will not Escrow Agent shall never be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder.

Scope of Undertaking. The Trustee [duties and responsibilities of the Trustee, as a fiduciary] [Party A and the Trustee may insert in connection with this language or omit it] Agreement, will be subject purely ministerial and limited to and will perform all duties in accordance with [this Agreement] [all rules of law relating to fiduciaries and trustees] [Party A and the Trustee may insert either of the bracketed phrases.]. The Trustee will perform such duties and only such duties as are specifically responsibilities expressly set forth in this Agreement, and no implied covenants, agreements or duties will be read into this Agreement against the Trustee. The Trustee will have no duty to perform, cause the performance of, manage, monitor, evaluate or approve the reclamation work. The Trustee is not a principal, participant, or beneficiary in any transaction underlying this Agreement and will have no duty to inquire beyond the terms and provisions of this Agreement except as specifically provided hereinhereof. The Trustee will not be required to deliver the Trust Funds or any part thereof, or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold in trust, invest, reinvest, and release, disburse or distribute the Trust Funds as herein provided. The Trustee will not be required to notify or obtain the consent, approval, authorization or order of any court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the Parties that, unless otherwise provided herein, the Trustee will not be required to exercise any discretion hereunder and will have no responsibility with respect to investment or management responsibility andof Trust Funds, accordinglyother than to act in accordance with the written instructions, will have no duty toprovided herein, or liability for its failure to, provide investment recommendations or investment advice to Party A. that all funds shall be maintained in Cash Equivalents. The Trustee will not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subject, however, to Section 6.1(m) (if applicable), and its own willful misconduct or [negligence] [gross negligence] [Party A and the Trustee may agree upon either standard]. It is the intention of the Parties that the Trustee will not never be required to use, advance advance, or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Trustee may rely on and will not be liable for acting or refraining from acting upon any written notice, instruction, request, or other communication, furnished to it pursuant to this Agreement and believed by it to have been signed or presented by the proper party or parties. The Trustee is authorized, in its sole discretion, to disregard any and all notices or instructions given by any other party hereto or by any other person, firm, or corporation which is not a party to this Agreement, except as to (i) such notices or instructions provided for in this Agreement, provided, any notices or instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of Trust Funds, must be in writing or set forth in a Portable Document Format (“PDF”), executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons on Schedule D, and delivered to Trustee only by confirmed facsimile or attached to an email at the fax number or email address set forth in Section 5.3 below; and (ii) orders or process of the Bankruptcy Court. If any property or Trust Funds subject hereto is/are, at any time, attached, garnished, or levied upon under any court order; or in case the payment, assignment, transfer, conveyance, or delivery of any such property shall be stayed or enjoined by a court order; or, in case a court order, judgment, or decree shall be made or entered by a court affecting such property or any part thereof, then, and in any of such events, the Trustee is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment, or decree with which it is advised, by legal counsel of its own choosing, is binding upon it. Trustee, upon compliance with any such order, writ, judgment, or decree, shall not be liable to any other party hereto or to any other person, firm, or corporation by reason of such compliance, even though such order, writ, judgment, or decree may be subsequently reversed, modified, annulled, set aside, or vacated, unless such order, writ, judgment, or decree has been stayed by court order pending appeal. The Trustee may rely, and shall be protected in acting or refraining from acting, upon any instrument furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the appropriate Party or Parties (including, without limitation, with respect to any Party which is a corporation, any instrument purporting to have been signed on its behalf by an authorized officer). Attached hereto as Schedule D are the names, telephone numbers and specimen signatures for individuals authorized to act on behalf of the Settlor and Beneficiary in relation to communications with the Trustee. The Trustee may consult with legal counsel of its own choosing and shall be entitled to the advice of such legal counsel concerning all matters of this Trust Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. Settlor hereby agrees to protect, defend, indemnify, and hold harmless the Trustee, and its affiliates and their respective successors, assigns, directors, officers, managers, attorneys, accountants, experts, and employees against and from any and all costs, losses, liabilities, damages, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, claims and expenses (including, without limitation, the fees and expenses of outside counsel and experts and their staffs and all expense of document location, duplication and shipment) imposed upon or asserted against the Trustee on account of any action taken or omitted to be taken in connection with its acceptance or performance of its duties and obligations under this Agreement, except, consistent with the preceding paragraph, as a result of their negligence or willful misconduct, as well as the costs and expenses of defending themselves against any claim or liability arising out of or relating to this Agreement. This indemnification shall survive the release, discharge, termination, and/or satisfaction of the Agreement. If Settlor is required to make payment to the Trustee with respect to any claims asserted under this Section 2.10, such payment shall not be deducted from the Trust Funds, but shall be paid from Settlor’s corporate resources.

Scope of Undertaking. The Trustee [, as a fiduciary] [Party A and the Trustee may insert this language or omit it] will be subject to and will perform all duties in accordance with [this Agreement] [all rules of law relating to fiduciaries and trustees] [Party A and the Trustee may insert either of the bracketed phrases.]. The Trustee will perform such Escrow Agent’s duties and only such duties as are specifically responsibilities in connection with this Agreement shall be purely ministerial and shall be limited to those expressly set forth in this Agreement, and no implied covenants, agreements or duties will be read into this Agreement against the Trustee. The Trustee will have no duty to perform, cause the performance of, manage, monitor, evaluate or approve the reclamation work. The Trustee Escrow Agent is not a principal, participant, participant or beneficiary in any transaction underlying this Agreement and will shall have no duty to inquire beyond the terms and provisions hereof. Escrow Agent shall have no responsibility or obligation of any kind in connection with this Agreement except as specifically provided herein. The Trustee will or the Deposits and shall not be required to deliver disburse the Trust Funds Deposits or any part thereof, thereof or take any action with respect to any matters that might arise in connection therewith, other than to receive, hold in trusthold, invest, reinvest, reinvest and release, disburse or distribute the Trust Funds Deposits as herein provided. The Trustee will not be required to notify or obtain the consent, approval, authorization or order of any court or governmental body to perform its obligations under this Agreement, except as expressly provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the Parties that, unless otherwise provided herein, the Trustee will parties hereto that Escrow Agent shall not be required to exercise any discretion hereunder and will shall have no investment or management responsibility and, accordingly, will shall have no duty to, or liability for its failure to, provide investment recommendations or investment advice to Party A. The Trustee will advice. Escrow Agent shall not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything it may do or refrain from doing in connection herewith, subjectexcept for, however, subject to Section 6.1(m) (if applicable)11 herein below, and its own willful misconduct or [negligence] [gross negligence] [Party A and the Trustee may agree upon either standard]. It is the intention of the Parties parties hereto that the Trustee will not Escrow Agent shall never be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. At the direction of the Company or Sinosmart, Escrow Agent may invest the Deposits in one or more of the following: (i) certificates of deposit issued by United States commercial banks having capital and surplus in excess of $500,000,000 and having (or its parent having) one of the five highest debt ratings by any of Standard & Poor’s Corporation or Xxxxx’x Investors Service; (ii) certificates of deposit not in excess of $100,000 issued by the Escrow Agent and its affiliated banks to the extent that the same are guaranteed by the Federal Deposit Insurance Corporation; (iii) obligations of the United States government or any agency thereof; and (iv) obligations guaranteed by the United States government. Escrow Agent shall not be liable to Sinosmart, the Company or Chinamerica for any claims related to the investments or management of the Escrow Funds, provided that the Escrow Agent complies with the provisions of this Agreement including the receipt of, action upon, and refusal to act upon, notices and certificates delivered to Escrow Agent by the other parties to this Agreement.