DTE Energy 2013 Annual Report Download - page 214

for a loss or expense solely caused by or resulting from willful
misfeasance, bad faith or gross negligence on J.P. Morgan's part in
the performance of its duties or from reckless disregard by J.P.
Morgan of its obligations and duties under this Rider. In no event
shall J.P. Morgan be liable for any indirect, incidental, special or
consequential losses or damages of any kind whatsoever
(including but not limited to lost profits), even if J.P. Morgan has
been advised of the likelihood of such loss or damage and
regardless of the form of action. Furthermore, in the event of any
error or omission in connection with the calculation of the net asset
value of any Fund, J.P. Morgan's liability and responsibility shall be
subject to the materiality standards set forth in Schedule D-4 to this
Rider.
(b) Customer will indemnify the Indemnified Persons
against, and hold them harmless from, any Liabilities that may be
imposed on, incurred by or asserted against any of them in
connection with or arising out of J.P. Morgan's performance under
this Rider, provided the Indemnified Persons have not acted with
gross negligence or engaged in fraud or willful misconduct in
connection with the Liabilities in question.
(c) In performing its services hereunder, J.P. Morgan shall
be entitled to rely on, and act in accordance with, any oral or written
instructions, notices or other communications, including electronic
transmissions, from Customer and its officers and directors,
investors, investment managers, agents and other service
providers which J.P. Morgan reasonably believes to be genuine and
authorized, and the Indemnified Persons shall be indemnified by
Customer for any Liabilities caused by such reliance. J.P. Morgan
also shall be entitled to consult with and rely on the advice and
opinions of outside legal counsel retained by J.P. Morgan, as
necessary or appropriate.
5. Applicability of Trust Agreement.
This Rider shall be governed by the terms and conditions of
the DTE Energy Company Master Plan Trust Agreement (“Trust
Agreement”) between the parties of which this Rider is a part,
except to the extent specifically provided by this Rider. Capitalized
terms in this Rider (including the Schedules) that are not defined
herein but are defined in the Trust Agreement shall bear the
definition set forth in the Trust Agreement.
6. Effective Date; Term.
This Rider shall be effective as of September 30, 2013. This
Rider shall continue in effect unless terminated by either party on
180 days' prior written notice. This Rider shall automatically
terminate upon the termination of the Trust Agreement to which
this Rider relates.
The provisions of Section 4 shall survive termination of this Rider.
Accounting Services Rider – February 2011 Page 3
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