Common use of Distributor’s Duties Clause in Contracts

Distributor’s Duties. The Distributor shall have the following duties: (a) The Distributor agrees, as agent for the Trust, that all orders to create SPDRS in Creation Unit size aggregations must be placed with the Distributor, and it is the responsibility of the Distributor to transmit such orders to the Trustee, as described in the Registration Statement and in accordance with the provisions thereof. (b) The right granted to the Distributor to receive all orders to create SPDRs in Creation Unit size aggregations and to transmit such orders to the Trustee shall be exclusive, and no other principal underwriter or distributor shall be granted such right; provided, however, that nothing herein shall affect or limit the right and ability of the Trustee to accept Portfolio Deposits and related Cash Components (each as defined in the Prospectus) through or outside of the SPDR Clearing Process, and as provided in and in accordance with the then-current Prospectus. The exclusive right to place creation orders for SPDRs granted to the Distributor may be waived by the Distributor by notice to the Trust and the Sponsor in writing, either unconditionally or subject to such conditions and limitations as may be set forth in such notice to the Trust and the Sponsor. The Trust and the Sponsor hereby acknowledge that the Distributor may render principal underwriting, distribution and other services to other parties, including other unit investment trusts. (c) At the request of the Trust and the Sponsor, the Distributor shall enter into "Participant Agreements between and among Participating Parties, the Distributor and the Trustee, in accordance with the provisions of the Registration Statement and current prospectus and in the form attached hereto as Exhibit A. (d) Except as otherwise noted in the Registration Statement and current Prospectus, the offering price for all Creation Units sold to investors by the Distributor will be the net asset value per Creation Unit, calculated in the manner described in the Registration Statement and current Prospectus. (e) In performing its duties hereunder, the Distributor shall act in conformity with the Trust Agreement, Registration Statement and the then-current Prospectus relating to SPDRS and the Trust and with the instructions and directions of the Sponsor and Trustee of the Trust, and will comply with and conform in all material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act and all other applicable federal and state laws, regulations and rulings, and the rules and regulations of the National Association of' Securities Dealers, Inc. ("NASD"). (f) The Distributor shall not be obligated to accept any certain number of orders for Creation Unit size aggregations of SPDRs, and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (g) The Distributor shall clear and file all advertising, sales, marketing and promotional materials of the Trust provided to the Distributor, or in the preparation of which it has participated, with the NASD as required by the 1933 Act and the 1940 Act, and the rules promulgated thereunder, and by the rules of the NASD. The Distributor is not authorized to give any information or to make any representations other than those contained in the Registration Statement or current Prospectus, as amended from time to time, or contained in reports to Beneficial Owners or other materials that may be prepared by the Trustee or Sponsor on behalf of the Trust for the Distributor. (h) The Distributor shall consult with the Sponsor and the Trust with respect to the production and printing of prospectuses to be used in connection with creations by new creators of Creation Unit aggregations of SPDRs. (i) In performing its duties hereunder the Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Trustee, the Sponsor or the Trust and their respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Trustee, the Sponsor, the Trust or the Trust's Beneficial Owners to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Distributor’s Duties. The Distributor shall have the following duties: (a) The Distributor agrees, as agent for the Trust, that all orders whether through or outside the Clearing Process to create SPDRS Shares in Creation Unit size aggregations must be placed with the Distributor, and it is the responsibility of the Distributor to transmit and process such orders either through or outside the Clearing Process and deliver them to the TrusteeTrust, as described in the Registration Statement and in accordance with the provisions thereof. (b) The right granted to the Distributor to receive all orders to create SPDRs Shares in Creation Unit size aggregations and to transmit such orders to the Trustee Custodian and Transfer Agent for the Fund shall be exclusive, and no other principal underwriter or distributor shall be granted such right; provided, however, that nothing herein shall affect or limit the right and ability of the Trustee Custodian to accept Portfolio Deposits and related Cash Components (each as defined in the Prospectus) through or outside of the SPDR Clearing Process, and as provided in and in accordance with the then-current Prospectusprospectus. The exclusive right to place creation orders for SPDRs Shares granted to the Distributor may be waived by the Distributor by notice to the Trust and the Sponsor Custodian in writing, either unconditionally or subject to such conditions and limitations as may be set forth in such notice to the Trust and the SponsorCustodian. The Trust and the Sponsor hereby acknowledge acknowledges that the Distributor may render principal underwriting, distribution and other services to other parties, including other unit investment trustsexchange-traded funds. (c) At the request of the Trust and the SponsorTrust, the Distributor shall enter into "Participant Agreements Agreements, in the form attached hereto as Exhibit A, between and among Participating Parties, the Distributor Distributor, the Transfer Agent and the TrusteeTrust, in accordance with the provisions of the Registration Statement and current prospectus Prospectus. The Distributor shall make available for inspection during normal business hours at its offices at 99 Park Avenue, New York, NY 10016, a list of the Participating ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇icipant Agreements with the Distributor and in the form attached hereto as Exhibit A.Trust. (d) The Distributor shall (i) generate and transmit confirmations of Creation Unit purchase order acceptances to the purchaser, (ii) deliver copies of the current Prospectus, included in the Registration Statement, to purchasers of such Creation Units and upon request the current Statement of Additional Information and (iii) maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (e) The Distributor shall provide toll-free lines, by way of the American Stock Exchange Index Share Product Hotline (1-800-THE-AMEX) for direct investor and shareholder use betw▇▇▇ ▇▇▇ ▇▇▇▇▇ of 9:00 a.m. and 8:00 p.m. Eastern standard time on each day the New York Stock Exchange is open for business, with appropriate National Association of Securities Dealers, Inc. ("NASD") licensed order taking and distribution services staff. (f) Except as otherwise noted in the Registration Statement and current Prospectus, the offering price for all Creation Units sold to investors by the Distributor will be the net asset value per Creation Unit, Unit calculated in the manner described in the Registration Statement and current Prospectus. (eg) In performing its duties hereunder, the Distributor shall act in conformity with the Trust Agreement, Registration Statement and the then-current Prospectus relating to SPDRS Shares and the Trust Trust, and in conformity with the instructions and directions of Van Eck Associates Corporation (the Sponsor "Adviser") and Trustee the Boar▇ ▇▇ ▇▇▇stees (as defined in the Registration Statement) of the Trust, and will comply with and conform in all material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act and all other applicable federal and state laws, regulations and rulings, and the rules and regulations of the National Association of' Securities Dealers, Inc. American Stock Exchange (the "Amex") and the NASD"). (fh) The Distributor shall not be obligated to accept any certain number of orders for Creation Unit size aggregations of SPDRsShares; provided, and nothing however, that the Distributor shall accept all orders submitted in proper form; except, the Distributor shall not accept orders for Creation Units if the Adviser advises that it is in the best interests of the Fund to suspend issuance of Creation Units. Nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (gi) The Distributor shall review all sales and marketing materials for compliance with applicable laws and the conditions of any applicable exemptive order, clear and file all advertising, sales, marketing and promotional materials of the Trust provided to the Distributor, or in the preparation of which it has participated, with the NASD as required by the 1933 Act and the 1940 Act, and the rules promulgated thereunder, and by the rules of the NASD. The Distributor is not authorized to give any information or to make any representations other than those contained in the Registration Statement or current Prospectus, as amended from time to time, or contained in reports to Beneficial Owners or other materials that may be prepared by the Trustee or Sponsor on behalf of the Trust for the Distributor. (hj) The Distributor shall consult with the Sponsor Adviser and the Trust with respect to the production and printing of prospectuses Prospectuses to be used in connection with creations by new creators of Creation Unit size aggregations of SPDRsShares. The Distributor shall instruct broker-dealers that a Prospectus or a Product Description, as applicable, must be distributed in accordance with all rules and regulations made or adopted pursuant to the 1933 Act and the 1940 Act by the Commission or any national securities exchange or securities association registered under the 1934 Act, including the NASD and the Amex. (ik) In performing its duties hereunder the Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the TrusteeBoard of Trustees, the Sponsor Adviser, the Custodian or the Trust and their respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the TrusteeBoard of Trustees, the SponsorAdviser, the Trust or the Trust's Beneficial Owners to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (l) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 of the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trust and the Adviser of such event.

Distributor’s Duties. The Distributor shall have the following duties: (a) The Distributor agrees, as agent for the Trust, that all orders to create SPDRS Nasdaq-100 Shares in Creation Unit size aggregations must be placed with the Distributor, and it is the responsibility of the Distributor to transmit such orders to the Trustee, as described in the Registration Statement and in accordance with the provisions thereof. (b) The right granted to the Distributor to receive all orders to create SPDRs Nasdaq-100 Shares in Creation Unit size aggregations and to transmit such orders to the Trustee shall be exclusive, and no other principal underwriter or distributor shall be granted such right; provided, however, that nothing herein shall affect or limit the right and ability of the Trustee to accept Portfolio Deposits and related Cash Components (each as defined in the Prospectus) through or outside of the SPDR Nasdaq-100 Clearing Process, and as provided in and in accordance with the then-current Prospectus. The exclusive right to place creation orders for SPDRs Nasdaq-100 Shares granted to the Distributor may be waived by the Distributor by notice to the Trust and the Sponsor in writing, either unconditionally or subject to such conditions and limitations as may be set forth in such notice to the Trust and the Sponsor. The Trust and the Sponsor hereby acknowledge that the Distributor may render principal underwriting, distribution and other services to other parties, including other unit investment trusts. (c) At the request of the Trust and the Sponsor, the Distributor shall enter into "Nasdaq-100 Participant Agreements between and among Participating Parties, the Distributor and the Trustee, in accordance with the provisions of the Registration Statement and current prospectus Prospectus and in the form attached hereto as Exhibit A.A. The Distributor shall make available for inspection during normal business hours at its offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, a list of the Participating Parties who have entered into Nasdaq-100 Participant Agreements with the Distributor and the Trustee. (d) Except as otherwise noted in the Registration Statement and current Prospectus, the offering price for all Creation Units sold to investors by the Distributor will be the net asset value per Creation Unit, Unit calculated in the manner described in the Registration Statement and current Prospectus. (e) In performing its duties hereunder, the Distributor shall act in conformity with the Trust Agreement, Registration Statement and the then-current Prospectus relating to SPDRS Nasdaq-100 Shares and the Trust Trust, and in conformity with the instructions and directions of the Sponsor and the Trustee of the Trust, and will comply with and conform in all material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act and all other applicable federal and state laws, regulations and rulings, and the rules and regulations of the National Association of' of Securities Dealers, Inc. ("NASD"). (f) The Distributor shall not be obligated to accept any certain number of orders for Creation Unit size aggregations of SPDRsNasdaq-100 Shares; provided, and nothing however, that the Distributor shall accept all orders submitted to it in proper form. Nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (g) The Distributor shall review, clear and file all advertising, sales, marketing and promotional materials of the Trust provided to the Distributor, or in the preparation of which it has participated, with the NASD as required by the 1933 Act and the 1940 Act, and the rules promulgated thereunder, and by the rules of the NASD. The Distributor is not authorized to give any information or to make any representations other than those contained in the Registration Statement or current Prospectus, as amended from time to time, or contained in reports to Beneficial Owners or other materials that may be prepared by the Trustee or Sponsor on behalf of the Trust for the Distributor. (h) The Distributor shall consult with the Sponsor and the Trust with respect to the production and printing of prospectuses Prospectuses to be used in connection with creations by new creators of Creation Unit size aggregations of SPDRsNasdaq-100 Shares. (i) In performing its duties hereunder the Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Trustee, the Sponsor or the Trust and their respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Trustee, the Sponsor, the Trust or the Trust's Beneficial Owners to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (j) The Distributor has as of the date hereof, and shall at all times have and maintain, net capital of not less than that required by Rule 15c3-1 of the 1934 Act, or any successor provision thereto. In the event that the net capital of the Distributor shall fall below that required by Rule 15c3-1, or any successor provision thereto, the Distributor shall promptly provide notice to the Trustee and the Sponsor of such event.

Distributor’s Duties. The Distributor shall have the following duties: (a) The Distributor agrees, as agent for the Trust, that all orders to create SPDRS Units in Creation Unit size aggregations must be placed with the Distributor, Distributor by an Authorized Participant and it is the responsibility of the Distributor to transmit such orders to the Trustee, as described in the Registration Statement and in accordance with the provisions thereof. (b) The right granted to the Distributor to receive all orders to create SPDRs Units in Creation Unit size aggregations and to transmit such orders to the Trustee shall be exclusive, and no other principal underwriter or distributor shall be granted such right; provided, however, that nothing herein shall affect or limit the right and ability of the Trustee to accept Portfolio Deposits and related Cash Components (each as defined in the Prospectus) through or outside of the SPDR Units Clearing Process, and as provided in and in accordance with the then-current Prospectus. The exclusive right to place creation orders for SPDRs Units granted to the Distributor may be waived by the Distributor by notice to the Trust and the Sponsor in writing, either unconditionally or subject to such conditions and limitations as may be set forth in such notice to the Trust and the Sponsor. The Trust and the Sponsor hereby acknowledge that the Distributor may render principal underwriting, distribution and other services to other parties, including other unit investment trusts. (c) At the request of the Trust Trust/or and the Sponsor, the Distributor shall enter into "Participant Agreements between and among Participating PartiesAuthorized Participants, the Distributor and the Trustee, in accordance with the provisions of the Registration Statement and current prospectus Prospectus and in such form as agreed to by the form attached hereto as Exhibit A.parties from time to time. (d) Except as otherwise noted in the Registration Statement and current Prospectus, the offering price for all Creation Units sold to investors by the Distributor will be the net asset value per Creation Unit, Unit calculated in the manner described in the Registration Statement and current Prospectus. (e) In performing its duties hereunder, the Distributor shall act in conformity with the Trust Agreement, Registration Statement and the then-current Prospectus relating to SPDRS Units and the Trust and with the instructions and directions of the Sponsor and Trustee of the Trust, and will comply with and conform in all a{l material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act and all other applicable federal and state laws, regulations and rulings, and the rules and regulations of the National Association of' Securities Dealers, Inc. Financial Regulatory Authority ("NASD"“FINRA”). (f) The Distributor shall not be obligated to accept any certain number of orders for Creation Unit size aggregations of SPDRsUnits, and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (g) The Distributor shall clear and file all advertising, sales, marketing and promotional materials of the Trust provided to the Distributor, or in the preparation of which it has participated, with the NASD FINRA as required by the 1933 Act and the 1940 Act, and the rules promulgated thereunder, and by the rules of the NASDFINRA. The Distributor is not authorized to give any information or to make any representations other than those contained in the Registration Statement or current Prospectus, as amended from time to time, or contained in reports to Beneficial Owners or other materials that may be prepared by the Trustee or Sponsor on behalf of the Trust for the Distributor. (h) The Distributor shall consult with the Sponsor and the Trust with respect to the production and printing of prospectuses to be used in connection with creations by new creators of Creation Unit aggregations of SPDRsUnits. (i) In performing its duties hereunder the Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Trustee, the Sponsor or the Trust and their respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Trustee, the Sponsor, the Trust or the Trust's ’s Beneficial Owners to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Distributor’s Duties. The Distributor shall have the following duties: (a) The Distributor agrees, as agent for the Trust, that all orders to create SPDRS DIAMONDS in Creation Unit size aggregations must be placed with the Distributor, Distributor and it is the responsibility of the Distributor to transmit such orders to the Trustee, as described in the Registration Statement and in accordance with the provisions thereof. (b) The right granted to the Distributor to receive all orders to create SPDRs DIAMONDS in Creation Unit size aggregations and to transmit such orders to the Trustee shall be exclusive, and no other principal underwriter or distributor shall be granted such right; provided, however, that nothing herein shall affect or limit the right and ability of the Trustee to accept Portfolio Deposits and related Cash Components (each as defined in the Prospectus) through or outside of the SPDR DIAMONDS Clearing Process, and as provided in and in accordance with the then-current Prospectus. The exclusive right to place creation orders for SPDRs DIAMONDS granted to the Distributor may be waived by the Distributor by notice to the Trust and the Sponsor in writing, either unconditionally or subject to such conditions and limitations as may be set forth in such notice to the Trust and the Sponsor. The Trust and the Sponsor hereby acknowledge that the Distributor may render principal underwriting, distribution and other services to other parties, including other unit investment trusts. (c) At the request of the Trust and the Sponsor, the Distributor shall enter into "Participant Agreements between and among Participating Parties, the Distributor and the Trustee, in accordance with the provisions of the Registration Statement and current prospectus Prospectus and in the form attached hereto as Exhibit A. (d) Except as otherwise noted in the Registration Statement and current Prospectus, the offering price for all Creation Units sold to investors by the Distributor will be the net asset value per Creation Unit, Unit calculated in the manner described in the Registration Statement and current Prospectus. (e) In performing its duties hereunder, the Distributor shall act in conformity with the Trust Agreement, Registration Statement and the then-current Prospectus relating to SPDRS DIAMONDS and the Trust and with the instructions and directions of the Sponsor and Trustee of the Trust, and will comply with and conform in all material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act and all other applicable federal and state laws, regulations and rulings, and the rules and regulations of the National Association of' of Securities Dealers, Inc. ("NASD"). (f) The Distributor shall not be obligated to accept any certain number of orders for Creation Unit size aggregations of SPDRsDIAMONDS, and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (g) The Distributor shall clear and file all advertising, sales, marketing and promotional materials of the Trust provided to the Distributor, or in the preparation of which it has participated, with the NASD as required by the 1933 Act and the 1940 Act, and the rules promulgated thereunder, and by the rules of the NASD. The Distributor is not authorized to give any information or to make any representations other than those contained in the Registration Statement or current Prospectus, as amended from time to time, or contained in reports to Beneficial Owners or other materials that may be prepared by the Trustee or Sponsor on behalf of the Trust for the Distributor. (h) The Distributor shall consult with the Sponsor and the Trust with respect to the production and printing of prospectuses to be used in connection with creations by new creators of Creation Unit aggregations of SPDRsDIAMONDS. (i) In performing its duties hereunder the Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Trustee, the Sponsor or the Trust and their respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Trustee, the Sponsor, the Trust or the Trust's Beneficial Owners to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Distributor’s Duties. The Distributor shall have the following duties: (a) The Distributor agrees, as agent for the Trust, that all orders to create SPDRS Units in Creation Unit size aggregations must be placed with the Distributor, Distributor by an Authorized Participant and it is the responsibility of the Distributor to transmit such orders to the Trustee, as described in the Registration Statement and in accordance with the provisions thereof. (b) The right granted to the Distributor to receive all orders to create SPDRs Units in Creation Unit size aggregations and to transmit such orders to the Trustee shall be exclusive, and no other principal underwriter or distributor shall be granted such right; provided, however, that nothing herein shall affect or limit the right and ability of the Trustee to accept Portfolio Deposits and related Cash Components (each as defined in the Prospectus) through or outside of the SPDR Units Clearing Process, and as provided in and in accordance with the then-current Prospectus. The exclusive right to place creation orders for SPDRs Units granted to the Distributor may be waived by the Distributor by notice to the Trust and the Sponsor in writing, either unconditionally or subject to such conditions and limitations as may be set forth in such notice to the Trust and the Sponsor. The Trust and the Sponsor hereby acknowledge that the Distributor may render principal underwriting, distribution and other services to other parties, including other unit investment trusts. (c) At the request of the Trust Trust/or and the Sponsor, the Distributor shall enter into "Participant Agreements between and among Participating PartiesAuthorized Participants, the Distributor and the Trustee, in accordance with the provisions of the Registration Statement and current prospectus Prospectus and in such form as agreed to by the form attached hereto as Exhibit A.parties from time to time. (d) Except as otherwise noted in the Registration Statement and current Prospectus, the offering price for all Creation Units sold to investors by the Distributor will be the net asset value per Creation Unit, Unit calculated in the manner described in the Registration Statement and current Prospectus. (e) In performing its duties hereunder, the Distributor shall act in conformity with the Trust Agreement, Registration Statement and the then-current Prospectus relating to SPDRS Units and the Trust and with the instructions and directions of the Sponsor and Trustee of the Trust, and will comply with and conform in all material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act and all other applicable federal and state laws, regulations and rulings, and the rules and regulations of the National Association of' Securities Dealers, Inc. Financial Regulatory Authority ("NASD"“FINRA”). (f) The Distributor shall not be obligated to accept any certain number of orders for Creation Unit size aggregations of SPDRsUnits, and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies. (g) The Distributor shall clear and file all advertising, sales, marketing and promotional materials of the Trust provided to the Distributor, or in the preparation of which it has participated, with the NASD FINRA as required by the 1933 Act and the 1940 Act, and the rules promulgated thereunder, and by the rules of the NASDFINRA. The Distributor is not authorized to give any information or to make any representations other than those contained in the Registration Statement or current Prospectus, as amended from time to time, or contained in reports to Beneficial Owners or other materials that may be prepared by the Trustee or Sponsor on behalf of the Trust for the Distributor. (h) The Distributor shall consult with the Sponsor and the Trust with respect to the production and printing of prospectuses to be used in connection with creations by new creators of Creation Unit aggregations of SPDRs. (i) In performing its duties hereunder the Distributor shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Trustee, the Sponsor or the Trust and their respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Trustee, the Sponsor, the Trust or the Trust's Beneficial Owners to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.aggregations