Common use of Custodian’s Responsibility Clause in Contracts

Custodian’s Responsibility. (a) The Custodian shall not be liable to the Secured Party for complying with Orders from the Grantor that are received by the Custodian before the Custodian receives and has a reasonable opportunity to act on a Notice of Sole Control or any contradictory Order from the Secured Party. (b) The Custodian shall not be liable to the Grantor for complying with Orders originated by the Secured Party, even if the Grantor notifies the Custodian that the Secured Party is not legally entitled to issue Orders, unless the Custodian takes the action after being served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and has had a reasonable opportunity to act on the injunction, restraining order or other legal process. (c) This Agreement does not create any obligation of the Custodian except for those expressly set forth in this Agreement. In particular, the Custodian will have no fiduciary duties under this Agreement to any other party, whether as trustee, agent, bailee or otherwise. The Custodian may rely on notices and communications it believes are given by the appropriate party. (d) The Custodian shall have no duty to notify the Grantor or make any inquiry into or investigate whether or not an event of default exists under any agreement between the Grantor and the Secured Party or the Secured Party’s right or authority to deliver a Notice of Sole Control or any Orders or instructions. (e) In no event will the Custodian have any liability to the Grantor or the Secured Party in connection herewith for any (i) consequential, special, punitive or indirect loss or damage whether or not any claim for such damages is based on tort or contract or whether the Custodian knew or should have known the likelihood of such damages in any circumstances, (ii) failure to comply with Orders or delay in complying with Orders if such failure or delay is due to strikes, lockouts or other labor disturbances, riots, fire, earthquake, floods, lightning, pandemics, epidemics, other acts of God, or circumstances beyond the Custodian’s reasonable control, (iii) failure to act by the Grantor or the Secured Party or (iv) failure to act due to its determination that such action would result in the Custodian failing to comply with a statute, rule or regulation, binding upon the Custodian; except to the extent, in each case, such losses, liabilities and damages directly result from Custodian’s gross negligence or willful misconduct. (f) In the event that the Custodian is liable to the Grantor or the Secured Party under this Agreement, the Custodian’s liability shall be limited to the lesser of (i) the actual direct and provable amount of money damages suffered by the claiming party or (ii) the amount maintained in the Account at the time the claim for such liability arose.

Custodian’s Responsibility. (a) The Custodian shall With the exception of permitting a withdrawal, delivery, or payment in violation of this agreement, CUSTODIAN will not be liable to the Secured Party Commissioner for complying with Orders entitlement orders from the Grantor INSURER that are received by the Custodian CUSTODIAN before the Custodian CUSTODIAN receives and has a reasonable opportunity to act on a Notice notice of Sole Control or any contradictory Order from the Secured Party. (b) The Custodian shall exclusive control. CUSTODIAN will not be liable to the Grantor INSURER for complying with Orders a notice of exclusive control or with entitlement orders originated by the Secured PartyCOMMISSIONER, even if the Grantor INSURER notifies the Custodian CUSTODIAN that the Secured Party COMMISSIONER is not legally entitled to issue Ordersthe entitlement order or notice of exclusive control, unless the Custodian unless: a. CUSTODIAN takes the an action after being served with in violation of an injunction, restraining order, or other legal process served on CUSTODIAN enjoining it from doing so, issued by a court of competent jurisdiction, and has had a reasonable opportunity to act on the injunction, restraining order or other legal process., (c) b. This Agreement agreement does not create any obligation of the Custodian CUSTODIAN except for those expressly set forth in this Agreementagreement. In particular, the Custodian will have no fiduciary duties CUSTODIAN need not investigate whether COMMISSIONER is entitled under this Agreement COMMISSIONER’s agreements with INSURER to any other party, whether as trustee, agent, bailee give an entitlement order or otherwisea notice of exclusive control. The Custodian CUSTODIAN may rely on notices and communications it believes are given by the appropriate party., and (d) c. The Custodian parties agree and acknowledge that CUSTODIAN shall place a “lock” on the ACCOUNT in accordance with CUSTODIAN’s account policies and shall seek COMMISSIONER’s approval with respect to the closing of the ACCOUNT by INSURER and/or any material withdrawal by INSURER. INSURER shall be responsible for obtaining such approval and CUSTODIAN shall have no duty to notify the Grantor liability for any of INSURER’s losses or make any inquiry into or investigate whether or not an event of default exists under any agreement between the Grantor and the Secured Party or the Secured Party’s right or authority to deliver a Notice of Sole Control or any Orders or instructions. (e) In no event will the Custodian have any liability damages to the Grantor or extent that such is related to the Secured Party in connection herewith for any (i) consequential, special, punitive or indirect loss or damage whether or not any claim for such damages is based on tort or contract or whether the Custodian knew or should have known the likelihood of such damages in any circumstances, (ii) failure to comply with Orders or delay in complying with Orders if such failure or delay is due to strikes, lockouts or other labor disturbances, riots, fire, earthquake, floods, lightning, pandemics, epidemics, other acts of God, or circumstances beyond the Custodianobtain COMMISSIONER’s reasonable control, (iii) failure to act by the Grantor or the Secured Party or (iv) failure to act due to its determination that such action would result in the Custodian failing to comply with a statute, rule or regulation, binding upon the Custodian; except to the extent, in each case, such losses, liabilities and damages directly result from Custodian’s gross negligence or willful misconductapproval. (f) In the event that the Custodian is liable to the Grantor or the Secured Party under this Agreement, the Custodian’s liability shall be limited to the lesser of (i) the actual direct and provable amount of money damages suffered by the claiming party or (ii) the amount maintained in the Account at the time the claim for such liability arose.

Custodian’s Responsibility. (a) The Custodian shall not be liable to the Secured Party Agent for complying with Orders from the Grantor Borrower that are received by the Custodian before the Custodian receives and has a reasonable opportunity to act on a Notice of Sole Control or any contradictory Order from the Secured PartyAgent. (b) The Custodian shall not be liable to the Grantor Borrower for complying with Orders originated by the Secured PartyAgent, even if the Grantor Borrower notifies the Custodian that the Secured Party Agent is not legally entitled to issue Orders, unless the Custodian takes the action after being served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and has had a reasonable opportunity to act on the injunction, restraining order or other legal process. (c) If Custodian is in doubt as to any action it should take or not take, Custodian may obtain, at Custodian’s sole cost and expense, the advice of external legal counsel selected by it to advise on (i) the interpretation of any of the provisions of this Agreement or (ii) any action of Custodian necessary to satisfy Custodian’s duties hereunder and shall be fully protected in relying in good faith on counsel’s advice on such interpretation or action or in connection with any subsequent acts or omissions of Custodian made in good faith in reliance upon and in conformity with such advice; provided that, in the event Custodian receives advice from external legal counsel in conflict with a Notice of Sole Control or any Order or instructions from the Agent, and Custodian acts or omits to act in conformity with such advice, then Custodian shall provide Agent prompt writen notice of such acts or omissions, to the extent legally permissible. Further, if at any time Custodian determines that on account of non-contractual legal obligations wholly apart from its obligations under this Agreement, Custodian is uncertain as to its duties to transfer the digital assets in the Controlled Accounts as instructed by Agent or Borrower, as applicable, due to a determination by Custodian that a transfer may be prohibited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally, then Custodian shall promptly give Agent and Borrower written notice of its determination and may retain the digital assets in the Controlled Accounts until Custodian’s non-contractual legal obligations to transfer digital assets in the Controlled Accounts as instructed by Agent or Borrower, as applicable, have been adequately clarified. The determination shall be based upon the receipt of (i) an order from a court (or other forum) of competent jurisdiction that directs Custodian to take action in respect of the digital assets in the Controlled Accounts, (ii) a copy of a declaratory or other judgment from a court (or other forum) of competent jurisdiction that clarifies its legal obligations to transfer digital assets in the Controlled Accounts as instructed by Agent or Borrower, as applicable, or (iii) an opinion of external counsel acceptable in good faith to Custodian stating that Custodian is required by law to transfer the digital assets in the Controlled Accounts as instructed by Secured Party or Pledgor, as applicable. (d) This Agreement does not create any obligation of the Custodian except for those expressly set forth in this Agreement. In particular, the Custodian will have no fiduciary duties under this Agreement to any other party, whether as trustee, agent, bailee or otherwise. The Custodian may rely on notices and communications it believes are given by the appropriate party. (de) The Custodian shall have no duty to notify the Grantor Borrower or make any inquiry into or investigate whether or not an event of default exists under any agreement between the Grantor Borrower and the Secured Party Agent or the Secured PartyAgent’s right or authority to deliver a Notice of Sole Control or any Orders or instructions. (ef) In no event will the Custodian have any liability to the Grantor Borrower or the Secured Party Agent in connection herewith for any (i) consequential, special, punitive or indirect loss or damage whether or not any claim for such damages is based on tort or contract or whether the Custodian knew or should have known the likelihood of such damages in any circumstances, (ii) failure to comply with Orders or delay in complying with Orders if such failure or delay is due to strikes, lockouts or other labor disturbances, riots, fire, earthquake, floods, lightning, pandemics, epidemics, other acts of God, or circumstances beyond the Custodian’s reasonable control, (iii) failure to act by the Grantor Borrower or the Secured Party Agent or (iv) failure to act due to its reasonable determination that such action would result in the Custodian failing to comply with a statute, rule or regulation, binding upon the Custodian; except to the extent, in each case, such losses, liabilities and damages directly result from Custodian’s gross negligence or willful misconduct. (fg) In the event that the Custodian is liable to the Grantor Borrower or the Secured Party Agent under this Agreement, the Custodian’s liability shall be limited to the lesser of (i) the actual direct and provable amount of money damages suffered by the claiming party or (ii) the amount maintained in the Account Controlled Accounts at the time the claim for such liability arose.

Custodian’s Responsibility. (a) The Custodian shall not be liable to the Secured Party for complying with Orders from the Grantor Issuer that are received by the Custodian before the Custodian receives and has a reasonable opportunity to act on a Notice of Sole Control or any contradictory Order from the Secured Party. (b) The Custodian shall not be liable to the Grantor Issuer for complying with Orders originated by the Secured Party, even if the Grantor Issuer notifies the Custodian that the Secured Party is not legally entitled to issue Orders, unless the Custodian takes the action after being served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and has had a reasonable opportunity to act on the injunction, restraining order or other legal process. (c) The Custodian shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing in good faith believed by it to be genuine and to have been signed or sent by the proper person. (d) Custodian may obtain the advice of external legal counsel selected by it to advise on (i) the interpretation of any of the provisions of this Agreement or (ii) any action of Custodian necessary to satisfy Custodian’s duties hereunder and shall be fully protected in relying in good faith on counsel’s advice on such interpretation or action or in connection with any subsequent acts or omissions of Custodian made in good faith in reliance upon and in conformity with such advice. Further, if at any time Custodian determines that on account of non-contractual legal obligations wholly apart from its obligations under this Agreement, Custodian is uncertain as to its duties to transfer the digital assets in the Controlled Accounts as instructed by Secured Party or Issuer, as applicable, (including, without limitation, due to a determination by Custodian that a transfer may be prohibited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors’ rights generally), then Custodian shall promptly give Secured Party and Issuer written notice of its determination and may retain the digital assets in the Controlled Accounts until Custodian determines that its non-contractual legal obligations to transfer digital assets in the Controlled Accounts as instructed by Secured Party or Issuer, as applicable, have been adequately clarified. The determination may be based upon the receipt of (i) an order from a court (or other forum) of competent jurisdiction that directs Custodian to take action in respect of the digital assets in the Controlled Accounts, (ii) a copy of a declaratory or other judgment from a court (or other forum) of competent jurisdiction that clarifies its legal obligations to transfer digital assets in the Controlled Accounts as instructed by Secured Party or Issuer, as applicable, (iii) an opinion of external counsel acceptable in good faith to Custodian stating that Custodian is permitted by law to transfer the digital assets in the Controlled Accounts as instructed by Secured Party or Issuer, as applicable or (iv) other assurances satisfactory to Custodian. (e) Notwithstanding anything in this Agreement to the contrary, Custodian will have no responsibility or liability to Secured Party or Issuer or to any other person or entity for acting in accordance with (i) any judicial or arbitral process, injunction or other order, writ, judgment, decree or claim relating to the Controlled Account or the digital assets in the Controlled Accounts even if subsequently modified, vacated or otherwise determined to have been without legal force or effect, (ii) the rules, regulations or interpretations of any regulatory body of competent jurisdiction, or (iii) any instructions given or made to Custodian by any regulatory body of competent jurisdiction acting in an official capacity. (f) This Agreement does not create any obligation of the Custodian except for those expressly set forth in this Agreement. In particular, the Custodian will have no fiduciary duties under this Agreement to any other party, whether as trustee, agent, bailee or otherwise. The Custodian may rely on notices and communications it believes are given by the appropriate party. (dg) The Custodian shall have no duty to notify the Grantor Issuer or make any inquiry into or investigate whether or not an event of default exists under any agreement between the Grantor Issuer and the Secured Party or the Secured Party’s right or authority to deliver a Notice of Sole Control or any Orders or instructions. (eh) The Custodian shall have no obligation to monitor, ensure, or enforce Issuer’s or Secured Party’s compliance with any applicable law, rule, regulation, or order and shall not be deemed to have breached any provision of this Agreement or to have committed fraud, negligence, gross negligence, or willful misconduct for obeying an instruction authorized under this Agreement that violates or is alleged to violate any applicable law, rule, regulation or order. (i) In no event will the Custodian have any liability to the Grantor Issuer or the Secured Party with respect to any breach of its obligations hereunder, express or implied, which does not result solely from its gross negligence, fraud or willful misconduct. Further, in no event will the Custodian have any liability to the Issuer or the Secured Party or any third partyin connection herewith for any (i) consequential, special, punitive or indirect loss or damage whether or not any claim for such damages is based on tort or contract or whether the Custodian knew or should have known the likelihood of such damages in any circumstances, (ii) failure to comply with Orders or delay in complying with Orders if such failure or delay is due to strikes, lockouts or other labor disturbances, riots, fire, earthquake, floods, lightning, pandemics, epidemics, other acts of God, or circumstances beyond the Custodian’s reasonable control, (iii) failure to act by the Grantor Issuer or the Secured Party or (iv) failure to act due to its determination that such action would result in the Custodian failing to comply with a statute, rule or regulation, binding upon the Custodian; except except, with respect to (iv) above, to the extent, in each case, such losses, liabilities and damages directly result from Custodian’s gross negligence or willful wilful misconduct. (fj) In the event that the Custodian is liable to the Grantor Issuer or the Secured Party under this Agreement, the Custodian’s liability shall be limited to the lesser of (i) the actual direct and provable amount of money damages suffered by the claiming party or (ii) the amount maintained in the Account Controlled Accounts at the time the claim for such liability arose.