Sunstone assumes no responsibility hereunder, and shall not be liable, for any damage, loss of data, errors, delay or any other loss whatsoever caused by events beyond its reasonable control. Sunstone will, however, take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond Sunstone's control.
Sunstone agrees to keep all records and other information relative to the Corporation, the Funds and their shareholders confidential. In case of any requests or demands for the inspection of the shareholder records of a Fund, Sunstone will endeavor to notify the Fund promptly and to secure instructions from an Authorized Person as to such inspection. Sunstone reserves the right, however, to exhibit the shareholder records to any person whenever it believes that there is a reasonable likelihood that Sunstone will be held liable for the failure to exhibit the shareholder records to such person; provided, however, that in connection with any such disclosure Sunstone shall promptly notify the Corporation that such disclosure has been made or is to be made. Notwithstanding the foregoing, Sunstone may disclose information when requested by a shareholder concerning an account as to which such shareholder claims a legal or beneficial interest or when requested by the Corporation, the shareholder or the dealer of record as to such account.
Sunstone agrees to indemnify and hold harmless the Funds, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character resulting from Sunstone's bad faith, willful misfeasance, negligence or reckless disregard of its duties under this Agreement; provided that prior to confessing any claim against it which may be the subject of this indemnification, the Funds shall give Sunstone written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the
Sunstone shall indemnify and hold harmless the Trust, its officers, trustees, employees and agents from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character that the Trust may sustain or incur or that may be asserted against the Trust by any person as a result of Sunstone's gross negligence or willful misfeasance in the performance of its duties or obligations under this Agreement, or resulting from a breach by Sunstone of any representation or warranty contained in this Agreement; provided that this indemnification shall not apply to actions or omissions of the Trust in cases of its own willful misfeasance or gross negligence, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Trust shall give Sunstone written notice of and reasonable opportunity to defend against said claim in its own name or in the name of the Trust. The indemnity and defense provisions provided hereunder shall indefinitely survive the termination of this Agreement.
Sunstone shall indemnify and hold harmless the Corporation from and against any and all claims, demands, losses, damages, costs, charges, payments, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Corporation may sustain or incur or which may be asserted against the Corporation by any person arising out of or attributable to any action or failure or omission to act by Sunstone as a result of Sunstone's lack of good faith, negligence, willful misconduct or reckless disregard of its duties under this Agreement.
Sunstone is the sole general partner of the Borrower.
Sunstone hereby agrees to diligently perform the administrative and recordkeeping services described in Appendix A with respect to the Accounts. It is understood that it is not the responsibility of any party hereunder to perform tests and/or monitor and enforce any contribution or benefit limitations imposed by the Code, such responsibility being that of the party adopting the Account Agreement.
Sunstone as holder of one hundred percent (100%) of the outstanding equity interests in Sunstone Holdco, has Decisionmaking Control over Sunstone Holdco and the Borrowers. No other Person has Decisionmaking Control over Sunstone Holdco.
Sunstone shall maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided. Sunstone shall, at no additional expense to the Fund take reasonable steps to minimize service interruptions. Sunstone shall have no liability with respect to the loss of data or service interruptions caused by equipment failure or event s beyond its reasonable control, provided it maintains such plans and procedures.
Sunstone shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, in the absence of its bad faith, willful misfeasance, negligence or reckless disregard of its duties under this Agreement.
