Common use of Trustee's Liability Clause in Contracts

Trustee's Liability. a) The Trustee will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility of a non-qualified investment being acquired or held by the Fund. b) Notwithstanding any other provisions hereof, the Trustee will not be liable in its personal capacity for or in respect of: (i) Any taxes or interest which may be imposed on the Fund under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the Fund, as a result of the purchase, sale or retention of any investment including, without limiting the generality of the forgoing, non-qualified investments, other than taxes, penalties and interest imposed on the Trustee arising from its personal liability, including without limitation, arising from its administrative error, under Tax Laws and that can't be paid out of the property of the Fund; or (ii) Any loss suffered or incurred by you, the Fund, or any beneficiary under the Fund caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence or reckless disregard. c) You, your legal personal representative, and each beneficiary under the Fund will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund or any losses incurred by the Fund (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't be paid out of the property of the Fund) as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the Fund. The provisions of this section 13 shall survive the termination of the Fund.

Trustee's Liability. a) The Trustee will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility of a non-qualified investment being acquired or held by the FundPlan. b) Notwithstanding any other provisions hereof, the Trustee will not be liable in its personal capacity for or in respect of: (i) Any taxes or interest which may be imposed on the Fund Plan under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the FundPlan, as a result of the purchase, sale or retention of any investment including, without limiting the generality of the forgoing, non-qualified investments, other than taxes, penalties and interest imposed on the Trustee arising from its personal liability, including without limitation, arising from its administrative error, under Tax Laws and that can't be paid out of the property of the FundPlan; or (ii) Any loss suffered or incurred by you, the FundPlan, or any beneficiary under the Fund Plan caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence or reckless disregard. c) You, your legal personal representative, and each beneficiary under the Fund Plan will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund Plan or any losses incurred by the Fund Plan (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't be paid out of the property of the FundPlan) as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund Plan made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the FundPlan. The provisions of this section 13 18 shall survive the termination of the FundPlan.

Trustee's Liability. a) The Trustee will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility of that the Plan holds a non-qualified investment being acquired or held by a prohibited investment (as defined under the FundAct) for a RRSP. However, the Trustee is not responsible for determining whether any investment made on your instructions is or remains a “qualified investment” or a “prohibited investment” for your Plan (as defined under the Act). b) We are entitled to act upon any instrument, certificate, notice or other writing believed by us to be genuine and properly signed or presented. We shall be entitled to accept same as conclusive evidence of the truth and accuracy of the statements contained therein. c) When the Plan is terminated and all of the Plan Assets are paid out, we will be released and discharged from all responsibility or obligation in connection with the Plan. d) If the Plan acquires an investment that is a non-qualified investment or a prohibited investment (as defined under the Act) for a RRSP, or if property held in the Plan becomes a non- qualified investment or a prohibited investment for an RRSP, it is your responsibility to file an Individual Return for Certain Taxes for RRSPs or RRIF for the relevant taxation year (Form RC339) and any other form required under the Act and pay the applicable tax under Part XI.01 of the Act. e) Notwithstanding any other provisions hereof, the Trustee will not be liable in its personal capacity for or in respect of: (i) Any taxes or interest which may be imposed on the Fund Plan under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the FundPlan, as a result of the purchase, sale or retention of any investment including, without limiting the generality of the forgoing, non-qualified investments, other than taxes, penalties and interest imposed on the Trustee arising from its personal liability, including without limitation, arising from its administrative error, under Tax Laws and that can't n’t be paid out of the property of the FundPlan; or (ii) Any loss suffered or incurred by you, the FundPlan, or any beneficiary under the Fund Plan caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence or reckless disregard. cf) You, your legal personal representative, and each beneficiary under the Fund Plan will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund Plan or any losses incurred by the Fund Plan, including all expenses reasonably incurred in the defense thereof (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't n’t be paid out of the property of the Fund) Plan), as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund Plan made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the FundPlan. The provisions of this section 13 paragraph 19 shall survive the termination of the FundPlan.

Trustee's Liability. a) a. The Trustee will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility of a non-qualified investment being acquired or held by the FundPlan. b) b. Notwithstanding any other provisions hereof, the Trustee will not be liable in its personal capacity for or in respect of: (i) i. Any taxes or interest which may be imposed on the Fund Plan under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the FundPlan, as a result of the purchase, sale or retention of any investment including, without limiting the generality of the forgoing, non-qualified investments, other than taxes, penalties and interest imposed on the Trustee arising from its personal liability, including without limitation, arising from its administrative error, under Tax Laws and that can't be paid out of the property of the FundPlan; or (ii) . Any loss suffered or incurred by you, the FundPlan, or any beneficiary under the Fund Plan caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence or reckless disregard. c) c. You, your legal personal representative, and each beneficiary under the Fund Plan will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund Plan or any losses incurred by the Fund Plan (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't be paid out of the property of the FundPlan) as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund Plan made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the FundPlan. The provisions of this section 13 18 shall survive the termination of the FundPlan.

Trustee's Liability. a) a. The Trustee will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility of a non-qualified investment being acquired or held by the Fund. b) b. Notwithstanding any other provisions hereof, the Trustee will not be liable in its personal capacity for or in respect of: (i) c. Any taxes or interest which may be imposed on the Fund under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the Fund, as a result of the purchase, sale or retention of any investment including, without limiting the generality of the forgoing, non-qualified investments, other than taxes, penalties and interest imposed on the Trustee arising from its personal liability, including without limitation, arising from its administrative error, under Tax Laws and that can't be paid out of the property of the Fund; or (ii) d. Any loss suffered or incurred by you, the Fund, or any beneficiary under the Fund caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence or reckless disregard. c) e. You, your legal personal representative, and each beneficiary under the Fund will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund or any losses incurred by the Fund (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't be paid out of the property of the Fund) as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the Fund. The provisions of this section 13 shall survive the termination of the Fund.

Trustee's Liability. a) The Trustee will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility of a non-non- qualified investment being acquired or held by the Fund. However, the Trustee is not responsible for determining whether any investment made on your instructions is or remains a “qualified investment” or a “prohibited investment” for your Fund (as defined under the Act). b) We are entitled to act upon any instrument, certificate, notice or other writing believed by us to be genuine and properly signed or presented. We shall be entitled to accept same as conclusive evidence of the truth and accuracy of the statements contained therein. c) When the Fund is terminated and all of the Fund Assets are paid out, we will be released and discharged from all responsibility or obligation in connection with the Fund. d) If the Fund acquires an investment that is a non-qualified investment or a prohibited investment (as defined under the Act) for a RRIF, or if property held in the Fund becomes a non- qualified investment or a prohibited investment for an RRIF, it is your responsibility to file an Individual Return for Certain Taxes for RRSPs or RRIF for the relevant taxation year (Form RC339) and any other form required under the Act and pay the applicable tax under Part XI.01 of the Act. e) Notwithstanding any other provisions hereof, the Trustee will not be liable in its personal capacity for or in respect of: (i) Any taxes or interest which may be imposed on the Fund under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the Fund, as a result of the purchase, sale or retention of any investment including, without limiting the generality of the forgoing, non-qualified investments, other than taxes, penalties and interest imposed on the Trustee arising from its personal liability, including without limitation, arising from its administrative error, under Tax Laws and that can't n’t be paid out of the property of the Fund; or (ii) Any loss suffered or incurred by you, the Fund, or any beneficiary under the Fund caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence negligence, or reckless disregard. cf) You, your legal personal representative, and each beneficiary under the Fund will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund or any losses incurred by the Fund Fund, including all expenses reasonably incurred in the defense thereof (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't cannot be paid out of the property of the Fund) as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the Fund. The provisions of this section 13 paragraph 17 shall survive the termination of the Fund.

Trustee's Liability. a) The Trustee will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility of a non-non- qualified investment being acquired or held by the Fund. However, the Trustee is not responsible for determining whether any investment made on your instructions is or remains a “qualified investment” or a “prohibited investment” for your Fund (as defined under the Act). b) We are entitled to act upon any instrument, certificate, notice or other writing believed by us to be genuine and properly signed or presented. We shall be entitled to accept same as conclusive evidence of the truth and accuracy of the statements contained therein. c) When the Fund is terminated and all of the Fund Assets are paid out, we will be released and discharged from all responsibility or obligation in connection with the Fund. d) If the Fund acquires an investment that is a non-qualified investment or a prohibited investment (as defined under the Act) for a RRIF, or if property held in the Fund becomes a non- qualified investment or a prohibited investment for an RRIF, it is your responsibility to file an Individual Return for Certain Taxes for RRSPs or RRIF for the relevant taxation year (Form RC339) and any other form required under the Act and pay the applicable tax under Part XI.01 of the Act. e) Notwithstanding any other provisions hereof, the Trustee will not be liable in its personal capacity for or in respect of: (i) Any taxes or interest which may be imposed on the Fund under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the Fund, as a result of the purchase, sale or retention of any investment including, without limiting the generality of the forgoing, non-non- qualified investments, other than taxes, penalties and interest imposed on the Trustee arising from its personal liability, including without limitation, arising from its administrative error, under Tax Laws and that can't n’t be paid out of the property of the Fund; or (ii) Any loss suffered or incurred by you, the Fund, or any beneficiary under the Fund caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence negligence, or reckless disregard. cf) You, your legal personal representative, and each beneficiary under the Fund will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund or any losses incurred by the Fund Fund, including all expenses reasonably incurred in the defense thereof (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't cannot be paid out of the property of the Fund) as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the Fund. The provisions of this section 13 paragraph 17 shall survive the termination of the Fund.

Trustee's Liability. a) The Trustee will exercise the care, diligence diligence, and skill of a reasonably prudent person to minimize the possibility of a non-qualified investment being acquired or held by the FundPlan. b) Notwithstanding any other provisions hereof, the Trustee will not be liable in its personal capacity for or in respect of: (i) Any taxes or interest which may be imposed on the Fund Plan under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the FundPlan, as a result of the purchase, sale or retention of any investment including, without limiting the generality of the forgoing, non-qualified investments, other than taxes, penalties and interest imposed on the Trustee arising from its personal liability, including without limitation, arising from its administrative error, under Tax Laws and that can't be paid out of the property of the FundPlan; or (ii) Any loss suffered or incurred by you, the FundPlan, or any beneficiary under the Fund Plan caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence negligence, or reckless disregard. c) You, your legal personal representative, and each beneficiary under the Fund Plan will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund Plan or any losses incurred by the Fund Plan (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't be paid out of the property of the FundPlan) as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund Plan made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the FundPlan. The provisions of this section 13 18 shall survive the termination of the FundPlan.

Trustee's Liability. a) The Trustee will exercise the care, diligence and skill of a reasonably prudent person to minimize the possibility of that the Plan holds a non-qualified investment being acquired or held by a prohibited investment (as defined under the FundAct) for a RRSP. However, the Trustee is not responsible for determining whether any investment made on your instructions is or remains a “qualified investment” or a “prohibited investment” for your Plan (as defined under the Act). b) We are entitled to act upon any instrument, certificate, notice or other writing believed by us to be genuine and properly signed or presented. We shall be entitled to accept same as conclusive evidence of the truth and accuracy of the statements contained therein. c) When the Plan is terminated and all of the Plan Assets are paid out, we will be released and discharged from all responsibility or obligation in connection with the Plan. d) If the Plan acquires an investment that is a non-qualified investment or a prohibited investment (as defined under the Act) for a RRSP, or if property held in the Plan becomes a non- qualified investment or a prohibited investment for an RRSP, it is your responsibility to file an Individual Return for Certain Taxes for RRSPs or RRIF for the relevant taxation year (Form RC339) and any other form required under the Act and pay the applicable tax under Part XI.01 of the Act. e) Notwithstanding any other provisions hereof, the Trustee will not be liable in its personal capacity for or in respect of: (i) Any taxes or interest which may be imposed on the Fund Plan under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the FundPlan, as a result of the purchase, sale or retention of any investment including, without limiting the generality of the forgoing, non-non- qualified investments, other than taxes, penalties and interest imposed on the Trustee arising from its personal liability, including without limitation, arising from its administrative error, under Tax Laws and that can't n’t be paid out of the property of the FundPlan; or (ii) Any loss suffered or incurred by you, the FundPlan, or any beneficiary under the Fund Plan caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence or reckless disregard. cf) You, your legal personal representative, and each beneficiary under the Fund Plan will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund Plan or any losses incurred by the Fund Plan, including all expenses reasonably incurred in the defense thereof (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't n’t be paid out of the property of the Fund) Plan), as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund Plan made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the FundPlan. The provisions of this section 13 paragraph 19 shall survive the termination of the FundPlan.

Trustee's Liability. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, negligent failure to act, or its own willful misconduct, except that: (a) The Trustee will exercise the care, diligence unless an Event of Default shall have occurred and skill of a reasonably prudent person to minimize the possibility of a non-qualified investment being acquired or held by the Fund. b) Notwithstanding any other provisions hereofbe continuing, the Trustee will shall not be liable except for the performance of such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee but the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture; and (b) in the absence of bad faith on the part of the Trustee, the Trustee may rely upon the authenticity of, and the truth of the statements and the correctness of the opinions expressed in, and shall be protected in acting upon, any resolution, Officer's Certificate, Opinion of Counsel, Note, request, notice, consent, waiver, order, signature guaranty, notarial seal, stamp, acknowledgment, verification, appraisal, report, stock certificate or other paper or document believed by the Trustee to be genuine and to have been signed, affixed or presented by the proper party or parties; and (c) in the absence of bad faith on the part of the Trustee, whenever the Trustee, or any of its agents, representatives, experts or counsel, shall consider it necessary or desirable that any matter be proved or established, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by an Officer's Certificate; provided, however, that the Trustee, or such agent, representative, expert or counsel, may require such further and additional evidence and make such further investigation as it or they may consider reasonable; and (d) the Trustee may consult with counsel and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered hereunder in good faith and in accordance with such advice or Opinion of Counsel; and (e) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with any direction or request of a holder or holders of the Notes with which the Trustee is required by the provisions hereof to comply; and (f) the Trustee shall not be liable for any error of judgment made in good faith by an officer of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (g) the Trustee shall not be deemed to have knowledge of any Default or Event of Default unless and until a responsible officer or employee of the Trustee shall have actual knowledge thereof or have received written advice thereof from the holder of any Note; and (h) whether or not an Event of Default shall have occurred, the Trustee shall not be under any obligation to take any action under this Indenture (including action under Section 6.18 hereof) which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its personal capacity for reasonable opinion, assured to it by the security afforded to it by the terms of this Indenture, unless and until requested in writing so to do by one or in respect of:more holders of Notes, outstanding hereunder and furnished, from time to time as they may require, with reasonable security and indemnity; and (i) Any taxes whether or interest which may be imposed on not an Event of Default shall have occurred, whenever it is provided in this Indenture that the Fund under Tax Laws (whether by way of assessment, reassessment Trustee consent to any act or otherwise) or for any charge levied or imposed omission by any governmental authority upon Person or that the Trustee exercise its discretion in respect any manner, the Trustee may (but need not) seek the written acquiescence of the Fund, as a result holders of at least 66-2/3% in principal amount of the purchase, sale or retention of any investment including, without limiting the generality of the forgoing, non-qualified investments, other than taxes, penalties and interest imposed on the Trustee arising from its personal liability, including without limitation, arising from its administrative error, under Tax Laws and that can't be paid out of the property of the Fund; or (ii) Any loss suffered or incurred by you, the Fund, or any beneficiary under the Fund caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be youNotes then outstanding and, unless caused written evidence of such acquiescence has been received by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence it shall be fully justified in refusing so to consent or reckless disregardso to exercise its discretion. c) You, your legal personal representative, and each beneficiary under the Fund will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund or any losses incurred by the Fund (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't be paid out of the property of the Fund) as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the Fund. The provisions of this section 13 shall survive the termination of the Fund.

Trustee's Liability. a) The Trustee will exercise the care, diligence diligence, and skill of a reasonably prudent person to minimize the possibility of a non-qualified investment being acquired or held by the Fund. b) Notwithstanding any other provisions hereof, the Trustee will not be liable in its personal capacity for or in respect of: (i) Any taxes or interest which may be imposed on the Fund under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the Fund, as a result of the purchase, sale or retention of any investment including, without limiting the generality of the forgoing, non-qualified investments, other than taxes, penalties and interest imposed on the Trustee arising from its personal liability, including without limitation, arising from its administrative error, under Tax Laws and that can't be paid out of the property of the Fund; or (ii) Any loss suffered or incurred by you, the Fund, or any beneficiary under the Fund caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence negligence, or reckless disregard. c) You, your legal personal representative, and each beneficiary under the Fund will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund or any losses incurred by the Fund (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't be paid out of the property of the Fund) as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the Fund. The provisions of this section 13 shall survive the termination of the Fund.

Trustee's Liability. 15.1 In the professed execution of the trusts and powers contained in this Deed: (a) save in cases of fraud, wilful misconduct or gross negligence by the Trustee, any Trustee Director or any of their respective agents or employees, the Trustee shall not be liable for any loss arising by reason of any act, mistake or omission made by it; (b) save in cases of fraud, wilful misconduct or gross negligence by the Trustee Director himself, no Trustee Director shall be liable for any loss arising by reason of any act, mistake or omission by him or by reason of any other matter or thing including fraud, negligence or default of another Trustee Director, agent, nominee, officer or other delegate or employee of the Trustee. 15.2 The Company hereby covenants with the Trustee and Trustee Directors that it will at all times keep them and their successors in title as Trustee or Trustee Directors (as the case may be) fully indemnified and held harmless against all claims, losses, demands, actions, proceedings, charges, expenses, costs, damages, taxes, duties and other liabilities that may be suffered or incurred by it or them or by any of them in connection with the execution of the trusts, powers and discretions vested in them by this Deed or otherwise arising howsoever out of or in connection with the preparation, administration of, operation or termination of the Deed other than liabilities arising as a consequence of the Trustee’s or the Trustee Director’s own fraud, wilful misconduct or gross negligence (including in the case of the Trustee, that of its agents or employees). 15.3 In addition the Trustee will exercise have the care, diligence and skill benefit of a reasonably prudent person to minimize the possibility of a non-qualified investment being acquired or held indemnities conferred on trustees generally by the Fundlaw. b) Notwithstanding any other provisions hereof, the 15.4 The Trustee will not be liable in its personal capacity for or in respect of: to satisfy any monetary obligations under the Trust (i) Any taxes or interest which may be imposed on the Fund under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the Fund, as a result of the purchase, sale or retention of any investment including, but without limiting prejudice to the generality of the forgoingforegoing, non-qualified investments, other than taxes, penalties and interest imposed on any monetary obligations to a Participant) beyond the Trustee sums of money (including income (if any) arising from its personal liability, including without limitation, arising the investment thereof) from its administrative error, time to time in their hands or under Tax Laws and that can't be paid out their control as Trustee of the property of the Fund; or (ii) Any loss suffered or incurred by you, the Fund, or any beneficiary under the Fund caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence or reckless disregardTrust and properly applicable for that purpose. c) You, your legal personal representative, and each beneficiary under the Fund will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund or any losses incurred by the Fund (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't be paid out of the property of the Fund) as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the Fund. The provisions of this section 13 shall survive the termination of the Fund.

Trustee's Liability. 15.1 In the professed execution of the trusts and powers contained in this Deed: (a) save in cases of fraud, wilful misconduct or gross negligence by the Trustee, any Trustee Director or any of their respective agents or employees, the Trustee shall not be liable for any loss arising by reason of any act, mistake or omission made by it; (b) save in cases of fraud, wilful misconduct or gross negligence by the Trustee Director himself, no Trustee Director shall be liable for any loss arising by reason of any act, mistake or omission by him or by reason of any other matter or thing including fraud, negligence or default of another Trustee Director, agent, nominee, officer or other delegate or employee of the Trustee. 15.2 The Company hereby covenants with the Trustee and Trustee Directors that it will at all times keep them and their successors in title as Trustee or Trustee Directors (as the case may be) fully indemnified and held harmless against all claims, losses, demands, actions, proceedings, charges, expenses, costs, damages, taxes, duties and other liabilities that may be suffered or incurred by it or them or by any of them in connection with the execution of the trusts, powers and discretions vested in them by this Deed or otherwise arising howsoever out of or in connection with the preparation, administration of, operation or termination of the Deed other than liabilities arising as a consequence of the Trustee's or the Trustee Director's own fraud, wilful misconduct or gross negligence (including in the case of the Trustee, that of its agents or employees). 15.3 In addition the Trustee will exercise have the care, diligence and skill benefit of a reasonably prudent person to minimize the possibility of a non-qualified investment being acquired or held indemnities conferred on trustees generally by the Fundlaw. b) Notwithstanding any other provisions hereof, the 15.4 The Trustee will not be liable in its personal capacity for or in respect of: to satisfy any monetary obligations under the Trust (i) Any taxes or interest which may be imposed on the Fund under Tax Laws (whether by way of assessment, reassessment or otherwise) or for any charge levied or imposed by any governmental authority upon or in respect of the Fund, as a result of the purchase, sale or retention of any investment including, but without limiting prejudice to the generality of the forgoingforegoing, non-qualified investments, other than taxes, penalties and interest imposed on any monetary obligations to a Participant) beyond the Trustee sums of money (including income (if any) arising from its personal liability, including without limitation, arising the investment thereof) from its administrative error, time to time in their hands or under Tax Laws and that can't be paid out their control as Trustee of the property of the Fund; or (ii) Any loss suffered or incurred by you, the Fund, or any beneficiary under the Fund caused by or resulting from the Trustee acting or declining to act upon instruction given to it, whether by you, a person designated by you or any person purporting to be you, unless caused by the Trustee’s dishonesty, bad faith, willful misconduct, gross negligence or reckless disregardTrust and properly applicable for that purpose. c) You, your legal personal representative, and each beneficiary under the Fund will at all times, indemnify and save harmless the Trustee in respect of any taxes, penalties, interest or other governmental charges which may be levied or imposed on the Trustee in respect of the Fund or any losses incurred by the Fund (other than losses, taxes, penalties, interest or other government charges for which the Trustee is liable in accordance herewith and that can't be paid out of the property of the Fund) as a result of the acquisition, retention or transfer of any investment or as a result of payments out of the Fund made in accordance with these terms and conditions or as result of the Trustee acting or declining to act on any instruction given to it by you. You, where required or requested, will provide the Trustee with such information as it may require in order to value assets being acquired or held by the Fund. The provisions of this section 13 shall survive the termination of the Fund.