Common use of Custodian’s Liability Clause in Contracts

Custodian’s Liability. (a) The Custodian shall not be liable for any loss or damage caused to Project Co or the Ministry either jointly or severally except to the extent that such loss or damage is caused by the negligent acts or omissions of or a breach of any contractual duty by the Custodian, its employees, agents or sub-contractors, and in such event, the Custodian’s total liability in respect of all claims arising under or by virtue of this Custody Agreement shall not (except in the case of claims for personal injury or death) exceed the sum of (index-linked). (b) The Custodian shall in no circumstances be liable to Project Co or the Ministry for indirect or consequential loss of any nature whatsoever whether for loss of profit, loss of business or otherwise. (c) Subject to complying with the provisions of Section 6, and save in the case of manifest error, the Custodian shall be protected in acting upon any written request, waiver, consent, receipt or other document furnished to it pursuant to this Custody Agreement, not only in assuming its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information contained in it, which the Custodian in good faith believes to be genuine and what it purports to be. (d) The duties, responsibilities and obligations of the Custodian shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Custodian shall not be subject to, nor required to comply with, any other agreement between or among any or all of the other Parties or to which any Party is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance herewith). The Custodian shall not be required to expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder except ordinary corporate costs incurred in the performance of such duties. (e) If at any time the Custodian is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Material (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of property), the Custodian is authorized to comply therewith in any manner as it or its legal counsel deems appropriate, acting reasonably; provided that the Custodian, when so served, shall promptly notify Project Co and the Ministry, in writing, of such process and the Custodian’s intended action in order to provide Project Co and the Ministry a reasonable opportunity to intervene or challenge such process in a court or tribunal of competent jurisdiction. (f) The Custodian may consult with legal counsel at the expense of Project Co as to any matter relating to this Custody Agreement, and the Custodian shall not incur any liability in acting in good faith in accordance with any advice from such counsel. All reasonable fees and disbursements incurred by the Custodian shall be added to the fees otherwise payable hereunder. (g) The Custodian shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Custodian (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of any wire or communication facility). (h) The Custodian shall not be responsible in any respect for the form or content of the Material delivered to it hereunder. (i) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Custodian hereunder, the Custodian shall notify Project Co and the Ministry in writing of such ambiguity or uncertainty and request instructions to eliminate such ambiguity or uncertainty. The Custodian may, acting reasonably, refrain from taking any action other than to retain possession of the Material, unless the Custodian receives written instructions, signed by Project Co and the Ministry, which eliminates such ambiguity or uncertainty. (j) In the event of any dispute between or conflicting claims by or among the PA Parties and/or any other person or entity with respect to the Material, the Custodian shall be entitled, acting reasonably, to refuse to comply with any and all claims, demands or instructions with respect to the Material so long as such dispute or conflict shall continue, and the Custodian shall promptly notify Project Co and the Ministry of its intention to do so. In such circumstances, the Custodian shall not be or become liable in any way to Project Co or the Ministry for failure or refusal to comply with such conflicting claims, demands or instructions. The Custodian shall be entitled to refuse to act until, acting reasonably, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in writing satisfactory to the Custodian or (ii) the Custodian shall have received security or an indemnity satisfactory to it acting reasonably sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. The Custodian may, in addition, elect, acting reasonably, to commence an interpleader action or seek other judicial relief or orders as it may deem, acting reasonably, necessary, including, without limiting the generality of the foregoing, depositing all or any part of the Material into court. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, Project Co and the Ministry. (k) Each of Project Co and the Ministry shall provide to the Custodian an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Custodian hereunder. The Custodian shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Custodian shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this section. (l) The Custodian shall be entitled to rely on, and act upon, any direction, order, instruction, notice or other communication provided to it hereunder which is sent to it by electronic transmission capable of producing a paper record. (m) This Section 11 shall survive the termination of this Custody Agreement.

Custodian’s Liability. (a) The Custodian shall not be liable have no liability whatsoever by reason of any error of judgment for any loss act done or step taken or omitted by it, or for any mistake of fact or law for anything which it may do or refrain from doing in connection herewith, unless caused by or arising out of its own negligence or willful misconduct. Furthermore, the LLC agrees to hold the Custodian harmless from any and all losses, expenses, damages and costs (including, without limitation, attorneys fees) incurred by either as a result of its execution of, or performance of its obligations under, this Agreement, unless however, such loss, expense, damage caused to Project Co or the Ministry either jointly or severally except to the extent that such loss or damage cost is caused by the negligent acts negligence or omissions willful misconduct of Custodian or its employees or agents. In the event of loss, damage or destruction of a breach of any contractual duty by the contract deposited with Custodian due to Custodian, its employees, agents 's negligence or sub-contractors, and in such eventwillful misconduct, the Custodian’s total 's liability in respect of all claims arising under shall be limited to $1.00 per contract lost, damaged or by virtue of this Custody Agreement improperly destroyed. The Custodian: (a) shall not (except be obligated to take any legal action hereunder that in its reasonable judgment involve any expense or liability unless it has been furnished with reasonable indemnity by the case of claims for personal injury LLC, Collateral Agent or death) exceed the sum of (index-linked).other person; (b) The Custodian shall in no circumstances be liable to Project Co or the Ministry for indirect or consequential loss of any nature whatsoever whether for loss of profit, loss of business or otherwise. (c) Subject to complying with the provisions of Section 6, may rely on and save in the case of manifest error, the Custodian shall be protected in acting in good faith upon the written instructions of the Collateral Agent and the Authorized Employees; (c) may consult with Custodian's in-house counsel or any written request, waiver, consent, receipt other counsel with regard to legal questions arising out of or other document furnished to it pursuant to in connection with this Custody Agreement, not only in assuming its due execution and the validity advice or opinion of such counsel shall be full and effectiveness of its provisions but also as to the truth complete authorization and acceptability protection in respect of any information contained in itaction taken, which omitted or suffered by the Custodian in reasonable reliance, in good faith believes to be genuine faith, and what it purports to be.in accordance therewith; and (d) The duties, responsibilities and obligations may execute any of the Custodian shall be limited to those expressly set forth herein and no duties, responsibilities rights or obligations shall be inferred powers hereunder or implied. The Custodian shall not be subject to, nor required to comply with, perform any other agreement between or among any or all of the other Parties or to which any Party is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance herewith). The Custodian shall not be required to expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder except ordinary corporate costs incurred in the performance of such duties. (e) If at any time the Custodian is served with any judicial either directly or administrative orderthrough agents or attorneys, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Material (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of property), the Custodian is authorized to comply therewith in any manner as it or its legal counsel deems appropriate, acting reasonably; provided that the Custodian, when so served, shall promptly notify Project Co and the Ministry, in writing, execution of such process and the Custodian’s intended action in order to provide Project Co and the Ministry a reasonable opportunity to intervene trusts or challenge powers by any such process in a court agents or tribunal of competent jurisdiction. (f) The Custodian may consult with legal counsel at the expense of Project Co as to any matter relating to this Custody Agreement, and the Custodian attorneys shall not incur any liability in acting in good faith in accordance with any advice from such counsel. All reasonable fees and disbursements incurred by the diminish, or relieve Custodian shall be added of, responsibility therefore to the fees otherwise payable hereundersame degree as if Custodian itself had executed such trusts or powers. (g) The Custodian shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Custodian (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of any wire or communication facility). (h) The Custodian shall not be responsible in any respect for the form or content of the Material delivered to it hereunder. (i) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Custodian hereunder, the Custodian shall notify Project Co and the Ministry in writing of such ambiguity or uncertainty and request instructions to eliminate such ambiguity or uncertainty. The Custodian may, acting reasonably, refrain from taking any action other than to retain possession of the Material, unless the Custodian receives written instructions, signed by Project Co and the Ministry, which eliminates such ambiguity or uncertainty. (j) In the event of any dispute between or conflicting claims by or among the PA Parties and/or any other person or entity with respect to the Material, the Custodian shall be entitled, acting reasonably, to refuse to comply with any and all claims, demands or instructions with respect to the Material so long as such dispute or conflict shall continue, and the Custodian shall promptly notify Project Co and the Ministry of its intention to do so. In such circumstances, the Custodian shall not be or become liable in any way to Project Co or the Ministry for failure or refusal to comply with such conflicting claims, demands or instructions. The Custodian shall be entitled to refuse to act until, acting reasonably, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in writing satisfactory to the Custodian or (ii) the Custodian shall have received security or an indemnity satisfactory to it acting reasonably sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. The Custodian may, in addition, elect, acting reasonably, to commence an interpleader action or seek other judicial relief or orders as it may deem, acting reasonably, necessary, including, without limiting the generality of the foregoing, depositing all or any part of the Material into court. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, Project Co and the Ministry. (k) Each of Project Co and the Ministry shall provide to the Custodian an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Custodian hereunder. The Custodian shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Custodian shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this section. (l) The Custodian shall be entitled to rely on, and act upon, any direction, order, instruction, notice or other communication provided to it hereunder which is sent to it by electronic transmission capable of producing a paper record. (m) This Section 11 shall survive the termination of this Custody Agreement.

Custodian’s Liability. (a) The Custodian shall not be liable for any loss or damage caused to Project Co or the Ministry City either jointly or severally except to the extent that such loss or damage is caused by the negligent acts or omissions of or a breach of any contractual duty by the Custodian, its employees, agents or sub-sub- contractors, and in such event, the Custodian’s total liability in respect of all claims arising under or by virtue of this Custody Agreement shall not (except in the case of claims for personal injury or death) exceed the sum of $[REDACTED] (index-linked). (b) The Custodian shall in no circumstances be liable to Project Co or the Ministry City for indirect or consequential loss of any nature whatsoever whether for loss of profit, loss of business or otherwise. (c) Subject to complying with the provisions of Section 6, and save in the case of manifest error, the Custodian shall be protected in acting upon any written request, waiver, consent, receipt or other document furnished to it pursuant to this Custody Agreement, not only in assuming its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information contained in it, which the Custodian in good faith believes to be genuine and what it purports to be. (d) The duties, responsibilities and obligations of the Custodian shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Custodian shall not be subject to, nor required to comply with, any other agreement between or among any or all of the other Parties or to which any Party is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance herewith). The Custodian shall not be required to expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder except ordinary corporate costs incurred in the performance of such duties. (e) If at any time the Custodian is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Material (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of property), the Custodian is authorized to comply therewith in any manner as it or its legal counsel deems appropriate, acting reasonably; provided that the Custodian, when so served, shall promptly notify Project Co and the MinistryCity, in writing, of such process and the Custodian’s intended action in order to provide Project Co and the Ministry City a reasonable opportunity to intervene or challenge such process in a court or tribunal of competent jurisdiction. (f) The Custodian may consult with legal counsel at the expense of Project Co and the City as to any matter relating to this Custody Agreement, and the Custodian shall not incur any liability in acting in good faith in accordance with any advice from such counsel. All reasonable fees and disbursements incurred by the Custodian shall be added to the fees otherwise payable hereunder. (g) The Custodian shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Custodian (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of any wire or communication facility). (h) The Custodian shall not be responsible in any respect for the form or content of the Material delivered to it hereunder. (i) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Custodian hereunder, the Custodian shall notify Project Co and the Ministry City in writing of such ambiguity or uncertainty and request instructions to eliminate such ambiguity or uncertainty. The Custodian may, acting reasonably, refrain from taking any action other than to retain possession of the Material, unless the Custodian receives written instructions, signed by Project Co and the MinistryCity, which eliminates such ambiguity or uncertainty. (j) In the event of any dispute between or conflicting claims by or among the PA Parties and/or any other person or entity with respect to the Material, the Custodian shall be entitled, acting reasonably, to refuse to comply with any and all claims, demands or instructions with respect to the Material so long as such dispute or conflict shall continue, and the Custodian shall promptly notify Project Co and the Ministry City of its intention to do so. In such circumstances, the Custodian shall not be or become liable in any way to Project Co or the Ministry City for failure or refusal to comply with such conflicting claims, demands or instructions. The Custodian shall be entitled to refuse to act until, acting reasonably, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in writing satisfactory to the Custodian or (ii) the Custodian shall have received security or an indemnity satisfactory to it acting reasonably sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. The Custodian may, in addition, elect, acting reasonably, to commence an interpleader action or seek other judicial relief or orders as it may deem, acting reasonably, necessary, including, without limiting the generality of the foregoing, depositing all or any part of the Material into court. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, Project Co and the MinistryCity. (k) Each of Project Co and the Ministry City shall provide to the Custodian an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Custodian hereunder. The Custodian shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Custodian shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this sectionSection 11. (l) The Custodian shall be entitled to rely onrely, and act upon, on any direction, order, instruction, notice or other communication provided to it hereunder which is sent to it by electronic transmission capable of producing a paper recordfacsimile transmission. (m) This Section 11 shall survive the termination of this Custody Agreement.

Custodian’s Liability. (a) The Custodian shall not be liable for any loss or damage caused to Project Co or the Ministry City either jointly or severally except to the extent that such loss or damage is caused by the negligent acts or omissions of or a breach of any contractual duty by the Custodian, its employees, agents or sub-contractors, and in such event, the Custodian’s total liability in respect of all claims arising under or by virtue of this Custody Agreement shall not (except in the case of claims for personal injury or death) exceed the sum of (index-linked). (b) The Custodian shall in no circumstances be liable to Project Co or the Ministry City for indirect or consequential loss of any nature whatsoever whether for loss of profit, loss of business or otherwise. (c) Subject to complying with the provisions of Section 6, and save in the case of manifest error, the Custodian shall be protected in acting upon any written request, waiver, consent, receipt or other document furnished to it pursuant to this Custody Agreement, not only in assuming its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information contained in it, which the Custodian in good faith believes to be genuine and what it purports to be. (d) The duties, responsibilities and obligations of the Custodian shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. The Custodian shall not be subject to, nor required to comply with, any other agreement between or among any or all of the other Parties or to which any Party is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance herewith). The Custodian shall not be required to expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder except ordinary corporate costs incurred in the performance of such duties. (e) If at any time the Custodian is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Material (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of property), the Custodian is authorized to comply therewith in any manner as it or its legal counsel deems appropriate, acting reasonably; provided that the Custodian, when so served, shall promptly notify Project Co and the MinistryCity, in writing, of such process and the Custodian’s intended action in order to provide Project Co and the Ministry City a reasonable opportunity to intervene or challenge such process in a court or tribunal of competent jurisdiction. (f) The Custodian may consult with legal counsel (at the expense of Project Co and the City, unless the matter relates to the negligent acts or omissions of or a breach of any contractual duty by the Custodian, its employees, agents or sub-contractors, where such consultation will be at the Custodian’s sole cost) as to any matter relating to this Custody Agreement, and the Custodian shall not incur any liability in acting in good faith in accordance with any advice from such counsel. All reasonable fees and disbursements incurred by the Custodian shall be added to the fees otherwise payable hereunder. (g) The Custodian shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Custodian (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of any wire or communication facility). (h) The Custodian shall not be responsible in any respect for the form or content of the Material delivered to it hereunder. (i) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Custodian hereunder, the Custodian shall notify Project Co and the Ministry City in writing of such ambiguity or uncertainty and request instructions to eliminate such ambiguity or uncertainty. The Custodian may, acting reasonably, refrain from taking any action other than to retain possession of the Material, unless the Custodian receives written instructions, signed by Project Co and the MinistryCity, which eliminates such ambiguity or uncertainty. (j) In the event of any dispute between or conflicting claims by or among the PA Parties and/or any other person or entity with respect to the Material, the Custodian shall be entitled, acting reasonably, to refuse to comply with any and all claims, demands or instructions with respect to the Material so long as such dispute or conflict shall continue, and the Custodian shall promptly notify Project Co and the Ministry City of its intention to do so. In such circumstances, the Custodian shall not be or become liable in any way to Project Co or the Ministry City for failure or refusal to comply with such conflicting claims, demands or instructions. The Custodian shall be entitled to refuse to act until, acting reasonably, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in writing satisfactory to the Custodian or (ii) the Custodian shall have received security or an indemnity satisfactory to it acting reasonably sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. The Custodian may, in addition, elect, acting reasonably, to commence an interpleader action or seek other judicial relief or orders as it may deem, acting reasonably, necessary, including, without limiting the generality of the foregoing, depositing all or any part of the Material into court. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed a joint and several obligation of, Project Co and the MinistryCity. (k) Each of Project Co and the Ministry City shall provide to the Custodian an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Custodian hereunder. The Custodian shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Custodian shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this section. (l) The Custodian shall be entitled to rely onrely, and act upon, on any direction, order, instruction, notice or other communication provided to it hereunder which is sent to it by electronic transmission capable of producing a paper recordfacsimile transmission. (m) This Section 11 11.1 shall survive the termination of this Custody Agreement.