SUCH ACTS OR OMISSIONS.
(B)
AN INDEMNIFIED PERSON SHALL BE FULLY
PROTECTED IN RELYING IN GOOD FAITH UPON THE RECORDS OF THE TRUST AND UPON SUCH
INFORMATION, OPINIONS, REPORTS OR STATEMENTS PRESENTED TO THE TRUST BY ANY
PERSON AS TO MATTERS THE INDEMNIFIED PERSON REASONABLY BELIEVES ARE WITHIN SUCH
OTHER PERSON'S PROFESSIONAL OR EXPERT COMPETENCE AND, IF SELECTED BY SUCH
INDEMNIFIED PERSON, HAS BEEN SELECTED BY SUCH INDEMNIFIED PERSON WITH REASONABLE
CARE BY OR ON BEHALF OF THE TRUST, INCLUDING INFORMATION, OPINIONS, REPORTS OR
STATEMENTS AS TO THE VALUE AND AMOUNT OF THE ASSETS, LIABILITIES, PROFITS,
LOSSES, OR ANY OTHER FACTS PERTINENT TO THE EXISTENCE AND AMOUNT OF ASSETS FROM
WHICH DISTRIBUTIONS TO HOLDERS OF SECURITIES MIGHT PROPERLY BE PAID.
SECTION 9.3.
FIDUCIARY DUTY.
(A)
TO THE EXTENT THAT, AT LAW OR IN EQUITY, AN
INDEMNIFIED PERSON HAS DUTIES (INCLUDING FIDUCIARY DUTIES) AND LIABILITIES
RELATING THERETO TO THE TRUST OR TO ANY OTHER COVERED PERSON, AN INDEMNIFIED
PERSON ACTING UNDER THIS DECLARATION SHALL NOT BE LIABLE TO THE TRUST OR TO ANY
OTHER COVERED PERSON FOR ITS GOOD FAITH RELIANCE ON THE PROVISIONS OF THIS
DECLARATION.
THE PROVISIONS OF THIS DECLARATION, TO THE EXTENT THAT THEY
RESTRICT THE DUTIES AND LIABILITIES OF AN INDEMNIFIED PERSON OTHERWISE EXISTING
AT LAW OR IN EQUITY, ARE AGREED BY THE PARTIES HERETO TO REPLACE SUCH OTHER
DUTIES AND LIABILITIES OF THE INDEMNIFIED PERSON.
(B)
WHENEVER IN THIS DECLARATION AN INDEMNIFIED
PERSON IS PERMITTED OR REQUIRED TO MAKE A DECISION:
(I)
IN ITS "DISCRETION" OR UNDER A GRANT OF
SIMILAR AUTHORITY, THE INDEMNIFIED PERSON SHALL BE ENTITLED TO CONSIDER SUCH
INTERESTS AND FACTORS AS IT DESIRES, INCLUDING ITS OWN INTERESTS, AND SHALL HAVE
NO DUTY OR OBLIGATION TO GIVE ANY CONSIDERATION TO ANY INTEREST OF OR FACTORS
AFFECTING THE TRUST OR ANY OTHER PERSON; OR
35
(II)
IN ITS "GOOD FAITH" OR UNDER ANOTHER
EXPRESS STANDARD, THE INDEMNIFIED PERSON SHALL ACT UNDER SUCH EXPRESS STANDARD
AND SHALL NOT BE SUBJECT TO ANY OTHER OR DIFFERENT STANDARD IMPOSED BY THIS
DECLARATION OR BY APPLICABLE LAW.
SECTION 9.4.
INDEMNIFICATION.
(A)
THE SPONSOR SHALL INDEMNIFY, TO THE FULL
EXTENT PERMITTED BY LAW, ANY INDEMNIFIED PERSON WHO WAS OR IS A PARTY OR IS
THREATENED TO BE MADE A PARTY TO ANY THREATENED, PENDING OR COMPLETED ACTION,
SUIT OR PROCEEDING, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE
(OTHER THAN AN ACTION BY OR IN THE RIGHT OF THE TRUST) ARISING OUT OF OR IN
CONNECTION WITH THE ACCEPTANCE OR ADMINISTRATION OF THIS DECLARATION BY REASON
OF THE FACT THAT HE IS OR WAS AN INDEMNIFIED PERSON AGAINST EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND EXPENSES), JUDGMENTS, FINES AND AMOUNTS PAID IN
SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY HIM IN CONNECTION WITH SUCH
ACTION, SUIT OR PROCEEDING IF HE ACTED IN GOOD FAITH AND IN A MANNER HE
REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE TRUST,
AND, WITH RESPECT TO ANY CRIMINAL ACTION OR PROCEEDING, HAD NO REASONABLE CAUSE
TO BELIEVE HIS CONDUCT WAS