Common use of Trustee Liability Clause in Contracts

Trustee Liability. The following provisions shall apply to each of the parties to this Agreement that are acting as trustees of a trust (a “Trustee Party”): (i) No Trustee Party shall have any personal liability or obligations of any kind under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party. Any and all personal liability of any Trustee Party for breaches by any Stockholder of any obligations, covenants or agreements, either at common law or at equity, under any law or otherwise, is hereby expressly waived by each of Parent and Merger Sub as a condition of and consideration for the execution of this Agreement. (ii) By executing and delivering this Agreement or any other document contemplated by the Merger Agreement, such Trustee Party is acting solely on behalf of, and each of this Agreement and any other document contemplated by the Merger Agreement to which such Trustee Party is a party, is solely an obligation of, and solely a claim against, the trust estate and assets of the trust administered by such Trustee Party. (iii) Any claim or right to proceed against any Trustee Party individually, or the individual property or assets of any Trustee Party, is hereby irrevocably waived and released. No recourse under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall be had against any Trustee Party or any of its assets, except to the extent of the trust estate and assets of the trust administered by such Trustee Party from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee Party by virtue of any law or otherwise. (iv) Nothing in this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall prevent any Trustee Party from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by such Trustee Party other than the Covered Shares; provided, however, that Covered Shares may be distributed or otherwise transferred (a “Permitted Transfer”) to a Person (each, a “Permitted Trust Transferee”) who or which is (A) a trust beneficiary or a spouse, former spouse, grandparent, parent, brother, sister or lineal descendent of a trust beneficiary or a Permitted Trust Transferee, (B), upon the death of a trust beneficiary or a Permitted Trust Transferee, executors, testamentary trustees, devisees or legatees of or heirs to the estate of such deceased person, (C) any trust principally for the benefit of one or more of the trust beneficiaries and/or any Permitted Trust Transferee, (D) upon disability of any trust beneficiary or any Permitted Trust Transferee, any guardian or conservator for such disabled person or (E) any corporation, partnership or other entity if all the beneficial ownership of such entity is held by the Trustee Party, the trust beneficiary and/or any Permitted Trust Transferee; provided, further, that prior to the effectiveness of any Permitted Transfer, the applicable Permitted Trust Transferee assumes and agrees to perform, becomes a party to, and becomes a “Stockholder” for all purposes under this Agreement. (v) Each of Parent and Merger Sub hereby irrevocably agrees that, in furtherance of the provisions of this Section, (i) it shall not institute against, or join any other Person in instituting against, any Trustee Party individually, or the individual property or assets of any Trustee Party, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the Transaction; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of any Trustee Party, it will make the election under Section 111(b)(2) of such Act; and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from any Trustee Party individual property or assets of such Trustee Party, it promptly shall return such asset or amount recovered to such Trustee Party.

Trustee Liability. The following provisions shall apply to each of the parties to this Agreement that are acting as trustees of a trust (a “Trustee Party”): (ia) No Trustee Party shall have any personal liability or obligations of any kind under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party. Any and all personal liability of any Trustee Party for breaches by any Stockholder of any obligations, covenants or agreements, either at common law or at equity, under any law or otherwise, is hereby expressly waived by each of Parent and Merger Sub as a condition of and consideration for the execution of this Agreement. (iib) By executing and delivering this Agreement or any other document contemplated by the Merger Agreement, such Trustee Party is acting solely on behalf of, and each of this Agreement and any other document contemplated by the Merger Agreement to which such Trustee Party is a party, is solely an obligation of, and solely a claim against, the trust estate and assets of the trust administered by such Trustee Party. (iiic) Any claim or right to proceed against any Trustee Party individually, or the individual property or assets of any Trustee Party, is hereby irrevocably waived and released. No recourse under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall be had against any Trustee Party or any of its assets, except to the extent of the trust estate and assets of the trust administered by such Trustee Party from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee Party by virtue of any law or otherwise. (ivd) Nothing in this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall prevent any Trustee Party from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by such Trustee Party other than the Covered Subject Shares; provided, however, that Covered Subject Shares may be distributed or otherwise transferred (a “Permitted Transfer”) to a Person (each, a “Permitted Trust Transferee”) who or which is (Ai) a trust beneficiary or a spouse, former spouse, grandparent, parent, brother, sister or lineal descendent of a trust beneficiary or a Permitted Trust Transferee, (Bii), upon the death of a trust beneficiary or a Permitted Trust Transferee, executors, testamentary trustees, devisees or legatees of or heirs to the estate of such deceased person, (Ciii) any trust principally for the benefit of one or more of the trust beneficiaries and/or any Permitted Trust Transferee, (Div) upon disability of any trust beneficiary or any Permitted Trust Transferee, any guardian or conservator for such disabled person or (Ev) any corporation, partnership or other entity if all the beneficial ownership of such entity is held by the Trustee Party, the trust beneficiary and/or any Permitted Trust Transferee; provided, further, that prior to the effectiveness of any Permitted Transfer, the applicable Permitted Trust Transferee assumes and agrees to perform, becomes a party to, to and becomes a “Stockholder” for all purposes under under, this Agreement. (ve) Each of Parent and Merger Sub hereby irrevocably agrees that, in furtherance of the provisions of this Section, (i) it shall not institute against, or join any other Person in instituting against, any Trustee Party individually, or the individual property or assets of any Trustee Party, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the Transaction; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of any Trustee Party, it will make the election under Section 111(b)(2) of such Act; and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from any Trustee Party individual property or assets of such Trustee Party, it promptly shall return such asset or amount recovered to such Trustee Party.

Trustee Liability. 6.1 The following provisions Trustee shall apply to each of the parties to this Agreement that are acting as trustees of a trust (a “Trustee Party”): (i) No Trustee Party shall not have any personal liability or obligations of any kind under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a partyAgreement. Any and all personal liability of any the Trustee Party for breaches by any Stockholder Buyer of any obligations, covenants or agreements, either at common law or at equity, under any law or otherwise, is hereby expressly waived by each of Parent and Merger Sub Seller as a condition of and consideration for the execution of this Agreement. (ii) 6.2 By executing and delivering this Agreement or any other document contemplated by the Merger Agreement, such the Trustee Party is acting solely on behalf of, and each of this Agreement and any other document contemplated by the Merger Agreement to which such Trustee Party is a party, is solely an obligation of, and solely a claim against, the trust estate and assets of the trust administered by such Trustee PartyBuyer. (iii) 6.3 Any claim or right to proceed against any the Trustee Party individually, or the individual property or assets of any Trustee Partythe Trustee, is hereby irrevocably waived and released. No recourse under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall be had against any the Trustee Party or any of its assets, except to the extent of the trust estate and assets of the trust administered by such Trustee Party Buyer from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee Party by virtue of any law or otherwise. (iv) 6.4 Nothing in this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall prevent any the Trustee Party from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by such Trustee Party Buyer other than the Covered GLG Shares; provided, however, that Covered Shares may be distributed or otherwise transferred (a “Permitted Transfer”) to a Person (each, a “Permitted Trust Transferee”) who or which is (A) a trust beneficiary or a spouse, former spouse, grandparent, parent, brother, sister or lineal descendent of a trust beneficiary or a Permitted Trust Transferee, (B), upon the death of a trust beneficiary or a Permitted Trust Transferee, executors, testamentary trustees, devisees or legatees of or heirs to the estate of such deceased person, (C) any trust principally for the benefit of one or more of the trust beneficiaries and/or any Permitted Trust Transferee, (D) upon disability of any trust beneficiary or any Permitted Trust Transferee, any guardian or conservator for such disabled person or (E) any corporation, partnership or other entity if all the beneficial ownership of such entity is held by the Trustee Party, the trust beneficiary and/or any Permitted Trust Transferee; provided, further, that prior to the effectiveness of any Permitted Transfer, the applicable Permitted Trust Transferee assumes and agrees to perform, becomes a party to, and becomes a “Stockholder” for all purposes under this Agreement. (v) Each of Parent and Merger Sub 6.5 Seller hereby irrevocably agrees that, in furtherance of the provisions of this SectionSection 6, (i) it shall not institute against, or join any other Person person in instituting against, any the Trustee Party individually, or the individual property or assets of any Trustee Partythe Trustee, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the Transactionthis Agreement; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of any Trustee Partythe Trustee, it will make the election under Section 111(b)(2) of such Act; and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from any the Trustee Party individual property or assets of such Trustee Partythe Trustee, it promptly shall return such asset or amount recovered to such Trustee Partythe Trustee.

Trustee Liability. The following provisions shall apply 9.1 We will have no recourse to each the assets of any Professional Trustee which is a party to this Agreement, which assets are not assets of the parties Trust, except in respect of any loss incurred by us: (a) by reason of a breach of trust by that Professional Trustee; or (b) by reason of any lack of capacity, power or authority of that Professional Trustee to enter into this Agreement or any Relevant Document; or (c) resulting from the negligence, wilful default or dishonesty of that are acting Professional Trustee; or (d) resulting from a breach on that Professional Trustee’s part of the statements or undertakings made by it in clause 9.2 below. Each trustee entering into this Agreement as a trustee (the Trustee), other than a Professional Trustee, will have full personal liability, so that we may have recourse to that trustee’s personal assets as well as to the assets of the Trust. 9.2 Each Trustee warrants and undertakes that: (a) the Trust is properly constituted under a trust deed; (b) the persons entering into this Agreement as trustees are all the current and validly appointed trustees of the Trust as at the date of this Agreement and no such Trustee has resigned, nor has any action been taken or event occurred to remove any such Trustee or appoint any new Trustee of the Trust; (c) the Trustee has the power and capacity to execute, enter into and perform the Trustee’s obligations under this Agreement (and any other Relevant Document to which the Trustee is a trust party) and to grant any security interest to be given over assets of the Trust in its capacity as trustee, and in each case does so for the benefit of and for the proper purposes of the Trust, and this Agreement and each other Relevant Document to which the Trustee is a party are legal, valid, binding and enforceable on and against the Trustee in the Trustee’s capacity as trustee in accordance with their terms; (d) in order to execute, enter into and perform the Trustee’s obligations under this Agreement (and any Relevant Document to which the Trustee is a “Trustee Party”party): (i) No Trustee Party shall the Trustees of the Trust have passed any personal liability or obligations of any kind under this Agreement or any other document contemplated necessary resolutions, and those resolutions remain (and will remain) in full force and effect; (ii) all necessary consents and approvals required, by the Merger Agreement to which such Trustee Party is a party. Any and all personal liability of any Trustee Party for breaches by any Stockholder of any obligations, covenants or agreements, either at common law or at equity, under any law or otherwise, have been (and will be) obtained; and (iii) no Trustee of the Trust is hereby expressly waived by each (or will be) in breach of Parent the trust deed of the Trust, any law or other obligation; and (e) the Trustee will not, without our prior written consent, permit: (i) the trust deed of the Trust to be varied in any way that affects the warranties and Merger Sub as a condition of and consideration for the execution of undertakings given in this Agreement.clause; (ii) By executing and delivering this Agreement any of the assets subject to the Trust to be disposed of, transferred, distributed, loaned or advanced other than for the purposes of the Trust; (iii) the capital of the Trust to be distributed to the beneficiaries of the Trust; (iv) the Trust to be terminated or dissolved, or any other document contemplated by action to be taken to terminate or dissolve the Merger AgreementTrust; nor (v) a Trustee of the Trust to resign or be removed, such or a new Trustee Party of the Trust to be appointed, without immediate notification to us. 9.3 Each Trustee is acting solely on behalf of, and each of to remain liable under this Agreement and any other document contemplated by the Merger Agreement Relevant Document after it ceases to which such Trustee Party is be a party, is solely an obligation of, and solely a claim against, the trust estate and assets trustee of the trust administered Trust until released in writing by such Trustee Partyus. (iii) Any claim or right 9.4 The above warranties and undertakings are to proceed against any Trustee Party individually, or the individual property or assets of any Trustee Party, is hereby irrevocably waived and released. No recourse under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall be had against any Trustee Party or any of its assets, except to the extent survive termination of the trust estate Facility and assets payment of the trust administered by such Trustee Party from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee Party by virtue of any law or otherwise. (iv) Nothing in this Agreement or any all other document contemplated by the Merger Agreement to which such Trustee Party is a party shall prevent any Trustee Party from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by such Trustee Party other than the Covered Shares; provided, however, that Covered Shares may be distributed or otherwise transferred (a “Permitted Transfer”) to a Person (each, a “Permitted Trust Transferee”) who or which is (A) a trust beneficiary or a spouse, former spouse, grandparent, parent, brother, sister or lineal descendent of a trust beneficiary or a Permitted Trust Transferee, (B), upon the death of a trust beneficiary or a Permitted Trust Transferee, executors, testamentary trustees, devisees or legatees of or heirs to the estate of such deceased person, (C) any trust principally for the benefit of one or more of the trust beneficiaries and/or any Permitted Trust Transferee, (D) upon disability of any trust beneficiary or any Permitted Trust Transferee, any guardian or conservator for such disabled person or (E) any corporation, partnership or other entity if all the beneficial ownership of such entity is held by the Trustee Party, the trust beneficiary and/or any Permitted Trust Transferee; provided, further, that prior to the effectiveness of any Permitted Transfer, the applicable Permitted Trust Transferee assumes and agrees to perform, becomes a party to, and becomes a “Stockholder” for all purposes under this Agreement. (v) Each of Parent and Merger Sub hereby irrevocably agrees that, in furtherance of the provisions of this Section, (i) it shall not institute against, or join any other Person in instituting against, any Trustee Party individually, or the individual property or assets of any Trustee Party, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding indebtedness due under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the Transaction; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of any Trustee Party, it will make the election under Section 111(b)(2) of such Act; and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from any Trustee Party individual property or assets of such Trustee Party, it promptly shall return such asset or amount recovered to such Trustee PartyRelevant Document.

Trustee Liability. The following provisions a. Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement (including Sections 1 through 4 hereof). No implied covenants or obligations shall apply be read into this Agreement against Trustee. If this Agreement requires that Trustee receive a Vote Notification or other written notice prior to each the taking of an action hereunder, under no circumstances shall Trustee take such action without first having received such Vote Notification or written notice. Trustee does not have any discretion hereunder and is acting in a purely ministerial capacity. Neither Trustee nor any of its officers, directors, employees, agents or affiliates shall have any implied duties (including common law fiduciary duties) or liabilities under this Agreement or with respect to Holder or any other person, which implied duties and liabilities are hereby eliminated. Trustee shall not be answerable or accountable to the Company, Holder or other stockholders or creditors of the parties Company under any circumstances except that Trustee shall be liable, in its individual capacity solely to this Agreement that are acting as trustees of a trust (a “Trustee Party”): the Company and Holder, (i) No for Trustee’s own gross negligence, bad faith, willful misconduct or fraud, or (ii) for any taxes on or measured by the fees received by Trustee Party for acting hereunder or for services rendered in connection with the transactions contemplated hereby. b. In the absence of bad faith on its part, Trustee may conclusively rely upon any notices, instructions, directions, certificates or opinions furnished to Trustee and conforming to the requirements of this Agreement. Trustee may comply with any order or decree of any court of competent jurisdiction c. Trustee shall not be personally liable or accountable to any person or entity under any circumstances; provided, however, that Trustee may be liable, solely to Company and Holder, for Trustee’s own gross negligence, bad faith, willful misconduct or fraud; provided, further, that Trustee shall have any no personal liability for any error or obligations judgment made in good faith by any employee or agent of Trustee unless such person was grossly negligent. d. Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of this Agreement or any of, or filings with respect to, the securities of the Company. Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any kind under provision of this Agreement or for the due execution hereof by the other parties hereto, or for the form, character, genuineness, sufficiency, value or validity of any of the securities of the Company, and Trustee shall in no event assume or incur any liability, duty or obligation to the Company, Holder or other stockholders or creditors of the Company, other than as expressly provided for herein. e. Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions, notices or directions provided to it in a Vote Notification, if applicable, by Holder or the Company in accordance with and subject to this Agreement. f. No provision of this Agreement or any other document contemplated by or instrument related hereto shall require Trustee to expend or risk funds or otherwise incur any financial liability in the Merger Agreement to which such Trustee Party is a party. Any and all personal liability performance of any of its rights or powers hereunder. g. Trustee Party for breaches shall be under no obligation to exercise any of the rights or powers vested in it by any Stockholder of any obligations, covenants or agreements, either at common law or at equity, under any law or otherwise, is hereby expressly waived by each of Parent and Merger Sub as a condition of and consideration for the execution of this Agreement. (ii) By executing and delivering this Agreement or any other document contemplated by the Merger Agreement, such Trustee Party is acting solely on behalf of, and each of this Agreement and any other document contemplated by the Merger Agreement to which such Trustee Party is a party, is solely an obligation of, and solely a claim against, the trust estate and assets of the trust administered by such Trustee Party. (iii) Any claim or right to proceed against any Trustee Party individually, or the individual property to institute, conduct or assets of defend any Trustee Party, is hereby irrevocably waived and released. No recourse litigation under this Agreement or otherwise or in relation to this Agreement, at the request, order or direction of Holder or the Company, unless Holder has offered to Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may be incurred by Trustee therein or thereby. The right of Trustee to perform any other document contemplated discretionary act enumerated in this Agreement (if any) shall not be construed as a duty, and Trustee shall not be personally liable or accountable for the performance of any such act except as specifically provided in Sections 1 through 5 herein. h. Trustee shall not be required to take any action hereunder or otherwise if Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of Trustee or is contrary to the terms hereof or is otherwise contrary to law. i. Whenever Trustee is unable to decide between alternative courses of action permitted or required by the Merger Agreement terms of this Agreement, or is unsure as to which the application, intent, interpretation or meaning of any provision of this Agreement, Trustee shall promptly give notice (in such Trustee Party is a party form as shall be had against any Trustee Party or any appropriate under the circumstances) to Holder requesting instruction as to the course of its assetsaction to be adopted, except and, to the extent Trustee acts in good faith in accordance with any such instruction received, Trustee shall not be liable on account of such action to any person or entity. If Trustee shall not have received instructions within five (5) Business Days of sending such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may refrain from taking any action and Trustee shall have no liability to any person or entity for any such inaction. j. Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, instruction, direction, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties and need not investigate any fact or matter in any such document as long as Trustee has otherwise satisfied its obligations under this Agreement. Trustee may accept a certified copy of a resolution of the trust estate board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and assets that the same is in full force and effect. As to any fact or matter the method of the trust administered by such Trustee Party from time to time, by the enforcement determination of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee Party by virtue of any law or otherwise. (iv) Nothing in this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall prevent any Trustee Party from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by such Trustee Party other than the Covered Shares; provided, however, that Covered Shares may be distributed or otherwise transferred (a “Permitted Transfer”) to a Person (each, a “Permitted Trust Transferee”) who or which is (A) a trust beneficiary or a spousenot specifically prescribed herein, former spouse, grandparent, parent, brother, sister or lineal descendent of a trust beneficiary or a Permitted Trust Transferee, (B), upon the death of a trust beneficiary or a Permitted Trust Transferee, executors, testamentary trustees, devisees or legatees of or heirs to the estate of such deceased person, (C) any trust principally for the benefit of one or more of the trust beneficiaries and/or any Permitted Trust Transferee, (D) upon disability of any trust beneficiary or any Permitted Trust Transferee, any guardian or conservator for such disabled person or (E) any corporation, partnership or other entity if all the beneficial ownership of such entity is held by the Trustee Party, the trust beneficiary and/or any Permitted Trust Transferee; provided, further, that prior to the effectiveness of any Permitted Transfer, the applicable Permitted Trust Transferee assumes and agrees to perform, becomes a party to, and becomes a “Stockholder” may for all purposes under this Agreementhereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (v) Each of Parent and Merger Sub hereby irrevocably agrees that, in furtherance of the provisions of this Section, (i) it k. Trustee shall not institute againstbe personally liable for any losses due to forces beyond its reasonable control, including strikes, work stoppages, pandemics, epidemics, acts of war or join terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, and closures mandated by executive or other similar orders. l. Trustee shall not be personally liable for any other Person damages in instituting againstthe nature of special, any indirect or consequential damages, however styled, including lost profits. m. Trustee Party individuallyshall have the discretion and right to select and employ legal counsel to assist it in the exercise and performance of its authority and obligations, and Trustee may rely upon the advice so obtained, and may pay to them reasonable compensation, which shall be promptly reimbursed by Holder. Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the individual property advice or assets opinion of any such counsel, unless the loss to Holder was primarily caused by the gross negligence, bad faith, willful misconduct or fraud of Trustee Party, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, as determined in connection with any claim relating to the Transaction; (ii) in the event a final and non-appealable judgment by a court of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of any Trustee Party, it will make the election under Section 111(b)(2) of such Act; and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from any Trustee Party individual property or assets of such Trustee Party, it promptly shall return such asset or amount recovered to such Trustee Partycompetent jurisdiction.

Trustee Liability. The following provisions shall apply to each of the parties Parties to this Agreement that are acting as trustees of a trust (a “Trustee Party”): (ia) No Trustee Party shall have any personal liability or obligations of any kind under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a partyTransaction Document. Any and all personal liability of any Trustee Party for breaches by any Stockholder Seller of any obligations, covenants or agreements, either at common law or at equity, under any law Law or otherwise, is hereby expressly waived by each of Parent and Merger Sub the Buyer Group as a condition of and consideration for the execution of this Agreement. (iib) By executing and delivering this Agreement or any other document contemplated by the Merger AgreementTransaction Document, such Trustee Party is solely acting solely on behalf of, and each of this Agreement and any other document contemplated by the Merger Agreement to which such Trustee Party is a party, Transaction Document is solely an obligation of, and solely a claim against, the trust estate and assets of the trust administered by such Trustee Party. (iiic) Any claim or right to proceed against any Trustee Party individually, or the individual property or assets of any Trustee Party, is hereby irrevocably waived and released. No recourse under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party Transaction Document shall be had against any Trustee Party or any of its assets, except to the extent of the trust estate and assets of the trust administered by such Trustee Party from time to timeParty, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee Party by virtue of any law Law or otherwise. (ivd) Nothing in this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party Transaction Document shall prevent any Trustee Party from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by such Trustee Party other than the Covered Shares; provided, however, that Covered Shares may be distributed or otherwise transferred (a “Permitted Transfer”) to a Person (each, a “Permitted Trust Transferee”) who or which is (A) a trust beneficiary or a spouse, former spouse, grandparent, parent, brother, sister or lineal descendent of a trust beneficiary or a Permitted Trust Transferee, (B), upon the death of a trust beneficiary or a Permitted Trust Transferee, executors, testamentary trustees, devisees or legatees of or heirs to the estate of such deceased person, (C) any trust principally for the benefit of one or more of the trust beneficiaries and/or any Permitted Trust Transferee, (D) upon disability of any trust beneficiary or any Permitted Trust Transferee, any guardian or conservator for such disabled person or (E) any corporation, partnership or other entity if all the beneficial ownership of such entity is held by the Trustee Party, the trust beneficiary and/or any Permitted Trust Transferee; provided, further, that prior to the effectiveness of any Permitted Transfer, the applicable Permitted Trust Transferee assumes and agrees to perform, becomes a party to, and becomes a “Stockholder” for all purposes under this Agreement. (ve) Each of Parent and Merger Sub The Buyer Group hereby irrevocably agrees that, in furtherance of the provisions of this Section, (i) it shall not institute against, or join any other Person in instituting against, any Trustee Party individually, or the individual property or assets of any Trustee Party, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the Transaction; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of any Trustee Party, it will make the election under Section 111(b)(21111(b)(2) of such Act; Act and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from any Trustee Party individual property any assets or amounts other than the trust estate and assets of the trust administered by such Trustee Party, it promptly shall return such asset or amount recovered to such Trustee Party.

Trustee Liability. The following provisions shall apply 9.1 We will have no recourse to each the assets of any Professional Trustee which is a party to this Agreement, which assets are not assets of the parties Trust, except in respect of any loss incurred by us: (a) by reason of a breach of trust by that Professional Trustee; or (b) by reason of any lack of capacity, power or authority of that Professional Trustee to enter into this Agreement or any relevant document; or (c) resulting from the negligence, wilful default or dishonesty of that are acting Professional Trustee; or (d) resulting from a breach on that Professional Trustee’s part of the statements or undertakings made by it in clause 9.2 below. each trustee entering into this Agreement as a trustee (the Trustee), other than a Professional Trustee, will have full personal liability, so that we may have recourse to that trustee’s personal assets as well as to the assets of the Trust. 9.2 each Trustee warrants and undertakes that: (a) the Trust is properly constituted under a trust deed; (b) the persons entering into this Agreement as trustees are all the current and validly appointed trustees of the Trust as at the date of this Agreement and no such Trustee has resigned, nor has any action been taken or event occurred to remove any such Trustee or appoint any new Trustee of the Trust; (c) the Trustee has the power and capacity to execute, enter into and perform the Trustee’s obligations under this Agreement (and any other relevant document to which the Trustee is a trust party) and to grant any security interest to be given over assets of the Trust in its capacity as trustee, and in each case does so for the benefit of and for the proper purposes of the Trust, and this Agreement and each other relevant document to which the Trustee is a party are legal, valid, binding and enforceable on and against the Trustee in the Trustee’s capacity as trustee in accordance with their terms; (d) in order to execute, enter into and perform the Trustee’s obligations under this Agreement (and any relevant document to which the Trustee is a “Trustee Party”party): (i) No Trustee Party shall the Trustees of the Trust have passed any personal liability or obligations of any kind under this Agreement or any other document contemplated necessary resolutions, and those resolutions remain (and will remain) in full force and effect; (ii) all necessary consents and approvals required, by the Merger Agreement to which such Trustee Party is a party. Any and all personal liability of any Trustee Party for breaches by any Stockholder of any obligations, covenants or agreements, either at common law or at equity, under any law or otherwise, have been (and will be) obtained; and (iii) no Trustee of the Trust is hereby expressly waived by each (or will be) in breach of Parent the trust deed of the Trust, any law or other obligation; and (e) the Trustee will not, without our prior written consent, permit: (i) the trust deed of the Trust to be varied in any way that affects the warranties and Merger Sub as a condition of and consideration for the execution of undertakings given in this Agreement.clause; (ii) By executing and delivering this Agreement any of the assets subject to the Trust to be disposed of, transferred, distributed, loaned or advanced other than for the purposes of the Trust; (iii) the capital of the Trust to be distributed to the beneficiaries of the Trust; (iv) the Trust to be terminated or dissolved, or any other document contemplated by action to be taken to terminate or dissolve the Merger AgreementTrust; nor (v) a Trustee of the Trust to resign or be removed, such or a new Trustee Party of the Trust to be appointed, without immediate notification to us. 9.3 each Trustee is acting solely on behalf of, and each of to remain liable under this Agreement and any other relevant document contemplated by the Merger Agreement after it ceases to which such Trustee Party is be a party, is solely an obligation of, and solely a claim against, the trust estate and assets trustee of the trust administered Trust until released in writing by such Trustee Partyus. (iii) Any claim or right 9.4 The above warranties and undertakings are to proceed against any Trustee Party individually, or the individual property or assets of any Trustee Party, is hereby irrevocably waived and released. No recourse under this Agreement or any other document contemplated by the Merger Agreement to which such Trustee Party is a party shall be had against any Trustee Party or any of its assets, except to the extent survive termination of the trust estate Facility and assets payment of the trust administered by such Trustee Party from time to time, by the enforcement of any assessment or by any legal or equitable proceedings seeking to assert such recourse against the Trustee Party by virtue of any law or otherwise. (iv) Nothing in this Agreement or any all other document contemplated by the Merger Agreement to which such Trustee Party is a party shall prevent any Trustee Party from making any distribution from, investment, reinvestment, purchase, sale or other disposition of, other transactions of any kind involving, the trust estate and assets of the trust administered by such Trustee Party other than the Covered Shares; provided, however, that Covered Shares may be distributed or otherwise transferred (a “Permitted Transfer”) to a Person (each, a “Permitted Trust Transferee”) who or which is (A) a trust beneficiary or a spouse, former spouse, grandparent, parent, brother, sister or lineal descendent of a trust beneficiary or a Permitted Trust Transferee, (B), upon the death of a trust beneficiary or a Permitted Trust Transferee, executors, testamentary trustees, devisees or legatees of or heirs to the estate of such deceased person, (C) any trust principally for the benefit of one or more of the trust beneficiaries and/or any Permitted Trust Transferee, (D) upon disability of any trust beneficiary or any Permitted Trust Transferee, any guardian or conservator for such disabled person or (E) any corporation, partnership or other entity if all the beneficial ownership of such entity is held by the Trustee Party, the trust beneficiary and/or any Permitted Trust Transferee; provided, further, that prior to the effectiveness of any Permitted Transfer, the applicable Permitted Trust Transferee assumes and agrees to perform, becomes a party to, and becomes a “Stockholder” for all purposes under this Agreement. (v) Each of Parent and Merger Sub hereby irrevocably agrees that, in furtherance of the provisions of this Section, (i) it shall not institute against, or join any other Person in instituting against, any Trustee Party individually, or the individual property or assets of any Trustee Party, any bankruptcy, reorganization, insolvency or liquidation proceeding, or other proceeding indebtedness due under any international, national, federal or state bankruptcy or similar law, in connection with any claim relating to the Transaction; (ii) in the event of any reorganization under the Bankruptcy Reform Act of 1978, as amended, of any Trustee Party, it will make the election under Section 111(b)(2) of such Act; and (iii) if for any reason, whether or not related to the Bankruptcy Reform Act of 1978, as amended, it shall recover from any Trustee Party individual property or assets of such Trustee Party, it promptly shall return such asset or amount recovered to such Trustee Partyrelevant document.