Duty to Act Clause Samples

Duty to Act. (a) The Trustees shall not be required to act or refrain from acting under this Trust Agreement or other Transaction Documents (other than the actions prohibited in Section 7.03) if the Trustees reasonably determine, or have been advised by legal counsel, that such actions may result in personal liability, unless the Trustees are indemnified by the Investors against any liability and costs (including reasonable legal fees and expenses) which may result in a manner and form reasonably satisfactory to the Trustees. However, the Investors shall not be required to indemnify any Trustee with respect to any of the matters described in Sections 6.02(a)(i) through 6.02(a)(v) hereof. (b) The Delaware Trustee shall not have any duty: (i) except as provided in Section 7.01(b), to file, record or deposit any document or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document; (ii) to obtain or maintain any insurance on the Real Estate; (iii) to maintain the Real Estate; (iv) to pay or discharge any tax levied against any part of the Trust Property; (v) to confirm, verify, investigate or inquire into the failure to receive any reports or financial statements from any party obligated to provide such reports or financial statements; or (vi) to inspect the Real Estate at any time or to ascertain or inquire as to the performance or observance of any of the covenants of any other Person under the Loan Documents.

Duty to Act. (a) The Trustees shall not be required to act or refrain from acting under this Trust Agreement (other than the actions prohibited in Section 7.03) if the Trustees reasonably detennine, or have been advised by legal counsel, that such actions may result in personal liability, unless the Trustees are indemnified by the Investors, in a manner and form reasonably satisfactory to the Trustees (subject to the final sentence of Article VIII hereof), against any liability and costs (including reasonable legal fees and expenses) which may result from such actions, provided, however, that in all instances the Trustees shall cause the Trust to comply with the Loan Documents. However, the Investors shall not be required to indemnify the Trustees with respect to any of the matters described in Section 6.02(a) (i) through 6.02(a) (v). (b) The Delaware Trustee shall have no duty (i) except as provided in Section 7.0l(b) with respect to the Delaware Trustee, to file, record or deposit any document or to maintain any such filing, recording or deposit or to refile, rerecord or redeposit any such document, (ii) to obtain or maintain any insurance on the Real Estate, (iii) to maintain the Real Estate, (iv) to pay or discharge any tax levied against any part of the Trust Property, (v) to confi1m, verify, investigate or inquire into the failure to receive any reports or financial statements from any Person obligated to provide such reports or financial statements, or (vi) to inspect the Real Estate at any time.

Duty to Act. This Agreement shall not be construed to relieve either Party of any duty imposed upon it by law, nor shall it be construed to authorize either Party to exercise any power it is not otherwise authorized to exercise.