Responsibilities of Trustee. (a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company that is contemplated by, and in conformity with, the terms of the Agreement or this Trust and is given in writing by Company. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee’s reasonable costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust. (c) Trustee may consult with legal counsel with respect to any of its duties or obligations hereunder. (d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701 -2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.
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Responsibilities of Trustee. (a) The Trustee, in the administration of the Trust Account, is to be bound solely by the express provisions of this Trust Agreement, and such further written and signed directions as the appropriate party or parties may, under the conditions herein provided, deliver to the Trustee. The Trustee shall act be under no obligation to enforce the Grantor’s obligations under this Trust Agreement, except as otherwise expressly provided or directed pursuant hereto. The Trustee shall be restricted to holding title to, operating and collecting the Trust Assets and the payment and distribution thereof for the purposes set forth in this Trust Agreement and to the conservation and protection of such Trust Assets and the administration thereof in accordance with the careprovisions of this Trust Agreement, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability be liable only for its own negligence, willful misconduct or lack of good faith. The Trustee further agrees to any person for any action taken pursuant promptly forward upon request to a direction, request or approval given by Company that is contemplated by, and in conformity withthe Beneficiary, the terms Grantor or their designated recipient a certified list of the Agreement or this all Trust and is given in writing by Company. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the disputeAssets.
(b) If Subject to the other provisions of this Trust Agreement, including the requirements that only Eligible Assets may be held in or by the Trust Account and that title to Trust Assets shall be recorded in the name of the Trust or the Trustee, as appropriate, and provisions relating to the substitution of Trust Assets, (i) the Grantor shall have the irrevocable authority and sole power to direct, in writing, the Trustee, in the Grantor’s sole discretion, with respect to all aspects of the management or investment of the Trust Assets contained in the Trust Account, and the Grantor may delegate such authority and power to any other Person, including any Affiliate of the Grantor (“Investment Manager”), pursuant to one or more investment management, advisory or other agreements of form and substance specified by the Grantor, provided that the Grantor shall provide written notice of any such delegation to each other party hereto and (ii) each of the Trustee undertakes and the Beneficiary acknowledges that it has no authority with respect to such management or defends investment activities. The Trustee agrees it will not exercise any litigation arising discretion or take any action with respect to the matters in connection clause (i) above and the Trustee will take any actions related thereto as directed by the Grantor in accordance therewith. Any instruction or order concerning such investments or substitutions of securities shall be referred to herein as an “Investment Order”. The Trustee shall execute Investment Orders and settle securities transactions by itself or by means of an agent or broker. The Trustee shall not be responsible for any act or omission, or for the solvency, of any such agent or broker selected by the Trustee without negligence, bad faith or willful misconduct. When the Trustee is directed to deliver Trust Assets against payment, delivery will be made in accordance with generally accepted market practice. Any loss incurred from any investment pursuant to the terms of this TrustSection 5.4(b) shall be borne exclusively by the Trust Account. Pursuant to Section 5.9, Company agrees to indemnify the Trustee against Trustee’s reasonable costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable has no responsibility whatsoever for such payments. If Company does determining or monitoring whether or not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trustany Trust Asset is an Eligible Asset.
(c) In no event shall the Trustee may consult be liable under or in connection with legal counsel with respect the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to any lost profits, whether or not foreseeable, even if the Trustee has been advised of its duties the possibility thereof and regardless or obligations hereunder.
(d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it the form of action in performing any of its duties or obligations hereunder.
(e) Trustee shall have, without exclusion, all powers conferred on trustees by applicable lawwhich such damages are sought, unless expressly provided otherwise hereinsuch loss or damage has been caused by the Trustee’s negligence, provided, however, that if an insurance policy is held as an asset lack of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trusteegood faith, or to loan to any person the proceeds of any borrowing against such policywilful misconduct.
(f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701 -2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.
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