Common use of Liability of Financial Agent Clause in Contracts

Liability of Financial Agent. A. If any act or omission by the Financial Agent or an affiliate or contractor of the Financial Agent results in a delay in processing or transferring funds to the Treasury, or in delivering transaction information that prevents the Treasury from making use of funds, the Financial Agent is liable and shall reimburse the Treasury for the time value amount of such loss. The Treasury may reconsider any liability claim against the Financial Agent if the Treasury, in its sole discretion, determines that any delay arose out of causes beyond the control and without the fault or negligence of the Financial Agent. B. Except as otherwise provided in this Section, the Financial Agent will not be liable to the Treasury for (i) any loss incurred by reason of any investment decision made or other portfolio action taken or omitted in what the Financial Agent believes in good faith to be the proper performance of its duties; (ii) any exercise of, or failure to exercise, any discretionary authority duly granted to the Financial Agent under this FAA, (iii) any loss or liability incurred as a result of any action or failure to act by the custodian selected by the Treasury (Custodian), a broker, a clearing agency, or a securities depository, provided that this provision shall not constitute a waiver of any rights the Treasury may have under Federal securities or other laws, (iv) any inability to access the Custodian’s systems or any missing or incorrect information contained on the Custodian’s system. C. The Financial Agent is liable and shall reimburse the Treasury for any monetary loss or costs which result from the fraud, theft, embezzlement, willful misconduct, bad faith, or negligence of, or breach of a fiduciary duty by, the Financial Agent or an affiliate or contractor of the Financial Agent. D. The Financial Agent may be liable for costs, expenses, or damages associated with a breach of nonpublic information, as set forth in Section 7. E. If the Treasury reasonably believes that the Financial Agent is in breach of this FAA, an investigation of the Financial Agent’s actions by the Treasury or another entity may be required. If ultimately found to be in breach, the Financial Agent shall be liable for the reasonable costs and expenses of any such investigation to the extent that such costs and expenses are reasonably documented.

Liability of Financial Agent. A. If any act or omission by the Financial Agent or an affiliate or contractor of the Financial Agent results in a delay in processing or transferring funds to the Treasury, or in delivering transaction information that prevents the Treasury from making use of funds, the Financial Agent is liable and shall reimburse the Treasury for the time value amount of such loss. The Treasury may reconsider any liability claim against the Financial Agent if the Treasury, in its sole discretion, determines that any delay arose out of causes beyond the control and without the fault or negligence of the Financial Agent. B. Except as otherwise provided in this Section, the Financial Agent will not be liable to the Treasury for (i) any loss incurred by reason of any investment decision made or other portfolio action taken or omitted in what the Financial Agent believes in good faith to be the proper performance of its duties; (ii) any exercise of, decisions or failure to exercise, any discretionary authority duly granted to the Financial Agent under this FAA, (iii) any loss or liability incurred as a result of any action or failure to act failures by the custodian selected by the Treasury (Custodian), a broker, a clearing agency, or a securities depositoryan Asset Manager, provided that this provision shall not constitute a waiver of any rights the Treasury may have under Federal securities or other laws; (iii) acts or omissions of a broker, a clearing agency which acts as securities depository, or an entity providing a book-entry system for the central handling of securities; (iv) errors by the Treasury or an Asset Manager in data or instructions provided to the Financial Agent; (v) any inability to access the Custodian’s systems action taken or any missing or incorrect information contained omitted by its reliance on the Custodianreceipt of electronic transmissions with the proper security codes or passwords that the Financial Agent reasonably believes to be from the Treasury or an Asset Manager; (vi) any property received by the Treasury and not delivered to the Financial Agent; (vii) any untimely exercise of any tender, exchange or other right or power in connection with securities or other Treasury property held by it, unless (a) it is in actual or effective possession of such securities or property and (b) it receives proper instructions with regard to the exercise of any such right or power, and both (a) and (b) occur at least three business days prior to Financial Agent’s systemdeadline date to exercise such right or power; (viii) the title, validity or genuineness, including good deliverable form, of any property or evidence of title thereto received by it or delivered by it pursuant to this FAA; and (ix) events beyond the control of the Financial Agent and which can not be avoided or mitigated by the exercise of expected diligence, care, and contingency planning. C. D. The Financial Agent is liable and shall reimburse the Treasury for any monetary loss or costs which result from the fraud, theft, embezzlement, willful misconduct, bad faith, or negligence ofof the Financial Agent or its affiliates or contractors, or from the Financial Agent’s or its affiliate’s or contractor’s breach of a fiduciary duty by, the Financial Agent or an affiliate or contractor of the Financial Agentduty. D. E. The Financial Agent may be liable for costs, expenses, or damages associated with a breach of nonpublic confidential information, as set forth in Section 7. E. F. If the Treasury reasonably believes that the Financial Agent is in breach of this FAA, an investigation of the Financial Agent’s actions by the Treasury or another entity may be required. If ultimately found to be in breach, the Financial Agent shall be liable for the reasonable costs and expenses of any such investigation to the extent that such costs and expenses are reasonably documented.

Liability of Financial Agent. A. If any act or omission by the Financial Agent or an affiliate or contractor of the Financial Agent results in a delay in processing or transferring funds to the Treasury, or in delivering transaction information that prevents the Treasury from making use of funds, the Financial Agent is liable and shall reimburse the Treasury for the time value amount of such loss. The Treasury may reconsider any liability claim against the Financial Agent if the Treasury, in its sole discretion, determines that any delay arose out of causes beyond the control and without the fault or negligence of the Financial Agent. B. Except as otherwise provided in this Section, the Financial Agent will not be liable to the Treasury for (i) any loss losses incurred by reason of any investment decision made or other portfolio action taken or omitted in what the Financial Agent believes in good faith to be the proper performance of its duties; (ii) any exercise of, or failure to exercise, any discretionary authority duly granted to the Financial Agent under this FAA, ; (iii) any loss or liability incurred as a result of any action or failure to act by the custodian selected by the Treasury (Custodian)Treasury, a broker, a clearing agency, or a securities depository, provided that this provision shall not constitute a waiver of any rights the Treasury may have under Federal securities or other laws, (iv) any inability to access the Custodian’s systems or any missing or incorrect information contained on the Custodian’s system. C. The Financial Agent is liable and shall reimburse the Treasury for any monetary loss or costs which result from the fraud, theft, embezzlement, willful misconduct, bad faith, or negligence ofof the Financial Agent or its affiliates or contractors, or from the Financial Agent’s or its affiliate’s or contractor’s breach of a fiduciary duty by, the Financial Agent or an affiliate or contractor of the Financial Agentduty. D. The Financial Agent may be liable for costs, expenses, or damages associated with a breach of nonpublic informationNonpublic Information, as set forth in Section 7. E. If the Treasury reasonably believes that the Financial Agent is in breach of this FAA, an investigation of the Financial Agent’s actions by the Treasury or another entity may be required. If ultimately found to be in breach, the Financial Agent shall be liable for the reasonable costs and expenses of any such investigation to the extent that such costs and expenses are reasonably documented.

Liability of Financial Agent. A. If any act or omission by the Financial Agent or an affiliate or contractor of the Financial Agent results in a delay in processing or transferring funds to the Treasury, or in delivering transaction information that prevents the Treasury from making use of funds, the Financial Agent is liable and shall reimburse the Treasury for the time value amount of such loss. The Treasury may reconsider any liability claim against the Financial Agent if the Treasury, in its sole discretion, determines that any delay arose out of causes beyond the control and without the fault or negligence of the Financial Agent. B. Except as otherwise provided in this Section, the Financial Agent will not be liable to the Treasury for (i) any loss incurred by reason of any investment decision made or other portfolio action taken or omitted in what the Financial Agent believes in good faith to be the proper performance of its duties; (ii) any exercise of, decisions or failure to exercise, any discretionary authority duly granted to the Financial Agent under this FAA, (iii) any loss or liability incurred as a result of any action or failure to act failures by the custodian selected by the Treasury (Custodian), a broker, a clearing agency, or a securities depositoryan Asset Manager, provided that this provision shall not constitute a waiver of any rights the Treasury may have under Federal securities or other laws; (iii) acts or omissions of a broker, a clearing agency which acts as securities depository, or an entity providing a book-entry system for the central handling of securities; (iv) any inability to access the Custodian’s systems or any missing or incorrect information contained on the Custodian’s system. C. The Financial Agent is liable and shall reimburse errors by the Treasury for any monetary loss or costs which result from the fraud, theft, embezzlement, willful misconduct, bad faith, or negligence of, or breach of a fiduciary duty by, the Financial Agent or an affiliate Asset Manager in data or contractor of instructions provided to the Financial Agent. D. The Financial Agent may be liable for costs, expenses, ; (v) any action taken or damages associated omitted by its reliance on the receipt of electronic transmissions with a breach of nonpublic information, as set forth in Section 7. E. If the Treasury reasonably believes proper security codes or passwords that the Financial Agent is in breach of this FAA, reasonably believes to be from the Treasury or an investigation of Asset Manager; (vi) any property received by the Treasury and not delivered to the Financial Agent’s actions ; (vii) any untimely exercise of any tender, exchange or other right or power in connection with securities or other Treasury property held by it, unless (a) it is in actual or effective possession of such securities or property and (b) it receives proper instructions with regard to the Treasury or another entity may be required. If ultimately found to be in breach, the Financial Agent shall be liable for the reasonable costs and expenses exercise of any such investigation right or power, and both (a) and (b) occur at least three business days prior to Financial Agent’s deadline date to exercise such right or power; (viii) the extent that such costs and expenses are reasonably documented.title, validity or genuineness, including good deliverable form, of any property or evidence of title thereto received by it or delivered by it pursuant to this FAA;

Liability of Financial Agent. A. If any act or omission by the Financial Agent or an affiliate or contractor of the Financial Agent results in a delay in processing or transferring funds to the Treasury, or in delivering transaction information that prevents the Treasury from making use of funds, the Financial Agent is liable and shall reimburse the Treasury for the time value amount of such loss. The Treasury may reconsider any liability claim against the Financial Agent if the Treasury, in its sole discretion, determines that any delay arose out of causes beyond the control and without the fault or negligence of the Financial Agent. B. Except as otherwise provided in this Section, the Financial Agent will not be liable to the Treasury for (i) any loss incurred by reason of any investment decision made or other portfolio action taken or omitted in what the Financial Agent believes in good faith to be the proper performance of its duties; (ii) any exercise of, decisions or failure to exercise, any discretionary authority duly granted to the Financial Agent under this FAA, (iii) any loss or liability incurred as a result of any action or failure to act failures by the custodian selected by the Treasury (Custodian), a broker, a clearing agency, or a securities depositoryan Asset Manager, provided that this provision shall not constitute a waiver of any rights the Treasury may have under Federal securities or other laws; (iii) acts or omissions of a broker, a clearing agency which acts as securities depository, or an entity providing a book-entry system for the central handling of securities; (iv) errors by the Treasury or an Asset Manager in data or instructions provided to the Financial Agent; (v) any inability to access the Custodian’s systems action taken or any missing or incorrect information contained omitted by its reliance on the Custodianreceipt of electronic transmissions with the proper security codes or passwords that the Financial Agent reasonably believes to be from the Treasury or an Asset Manager; (vi) any property received by the Treasury and not delivered to the Financial Agent; (vii) any untimely exercise of any tender, exchange or other right or power in connection with securities or other Treasury property held by it, unless (a) it is in actual or effective possession of such securities or property and (b) it receives proper instructions with regard to the exercise of any such right or power, and both (a) and (b) occur at least three business days prior to Financial Agent’s systemdeadline date to exercise such right or power; (viii) the title, validity or genuineness, including good deliverable form, of any property or evidence of title thereto received by it or delivered by it pursuant to this FAA; and (ix) events beyond the control of the Financial Agent and which can not be avoided or mitigated by the exercise of expected diligence, care, and contingency planning. C. D. The Financial Agent is liable and shall reimburse the Treasury for any monetary loss or costs which result from the fraud, theft, embezzlement, willful misconduct, bad faith, or negligence ofof the Financial Agent or its affiliates or contractors, or from the Financial Agent’s or its affiliate’s or contractor’s breach of a fiduciary duty by, the Financial Agent or an affiliate or contractor of the Financial Agentduty. D. E. The Financial Agent may be liable for costs, expenses, or damages associated with a breach of nonpublic sensitive information, as set forth in Section 7. E. F. If the Treasury reasonably believes that the Financial Agent is in breach of this FAA, an investigation of the Financial Agent’s actions by the Treasury or another entity may be required. If ultimately found to be in breach, the Financial Agent shall be liable for the reasonable costs and expenses of any such investigation to the extent that such costs and expenses are reasonably documented.

Liability of Financial Agent. A. If any act or omission by the Financial Agent or an affiliate or a contractor of the Financial Agent results in a delay in processing or transferring funds to the Treasury, or in delivering transaction information that prevents the Treasury from making use of funds, the Financial Agent is liable and shall reimburse the Treasury for the time value amount of such loss. The Treasury may reconsider any liability claim against the Financial Agent if the Treasury, in its sole discretion, determines that any delay arose out of causes beyond the control and without the fault or negligence of the Financial Agent. B. Except as otherwise provided in this Section, the Financial Agent will not be liable to the Treasury for (i) any loss incurred by reason of any investment Program decision made or other portfolio action taken or omitted in what the Financial Agent believes in good faith to be the proper performance of its duties; (ii) any exercise of, or failure to exercise, any discretionary authority duly granted to the Financial Agent under this FAA, ; (iii) any loss errors by the Treasury or liability incurred its duly designated financial agents in data or instructions provided to the Financial Agent; (iv) fraud by, acts or omissions of, or good faith reliance on information from, independent third-parties not under contract with the Financial Agent to provide required services under this FAA, such as lenders, servicers, or borrowers; (v) occasional clerical, administrative, or document keying errors which may occur as a result of intensive manual processes, provided that, in the Treasury’s sole determination, such errors are not due to lack of an appropriate internal control system; (vi) any action taken or failure omitted by its reliance on the receipt of electronic transmissions with the proper security codes or passwords that the Financial Agent reasonably believes to act be from the Treasury or its duly designated financial agents; and (vii) events beyond the control of the Financial Agent and which can not be avoided or mitigated by the custodian selected by the Treasury (Custodian)exercise of expected diligence, a brokercare, a clearing agency, or a securities depository, provided that this provision shall not constitute a waiver of any rights the Treasury may have under Federal securities or other laws, (iv) any inability to access the Custodian’s systems or any missing or incorrect information contained on the Custodian’s systemand contingency planning. C. The Financial Agent is liable and shall reimburse the Treasury for any monetary loss or costs which result from the fraud, theft, embezzlement, willful misconduct, bad faith, or negligence of, or breach of a fiduciary duty by, the Financial Agent or an affiliate or a contractor of the Financial Agent. The Treasury will reconsider any liability claim against the Financial Agent resulting from negligence if the Treasury, in its reasonable judgment, determines the failure to exercise reasonable care was not caused by lack of an appropriate internal control system. D. The Financial Agent may be liable for costs, expenses, or damages associated with a breach of nonpublic information, as set forth in Section 7. E. If the Treasury reasonably believes that the Financial Agent is in breach of this FAA, an investigation of the Financial Agent’s actions by the Treasury or another entity may be required. If ultimately found to be in breach, the Financial Agent shall be liable for the reasonable costs and expenses of any such investigation to the extent that such costs and expenses are reasonably documented.

Liability of Financial Agent. A. If any act or omission by the Financial Agent or an affiliate or contractor of the Financial Agent results in a delay in processing or transferring funds to the Treasury, or in delivering transaction information that prevents the Treasury from making use of funds, the Financial Agent is liable and shall reimburse the Treasury for the time value amount of such loss. The Treasury may reconsider any liability claim against the Financial Agent if the Treasury, in its sole discretion, determines that any delay arose out of causes beyond the control and without the fault or negligence of the Financial Agent. B. Except as otherwise provided in this Section, the Financial Agent will not be liable to the Treasury for (i) any loss incurred by reason of any investment decision made or other portfolio action taken or omitted in what the Financial Agent believes in good faith to be the proper performance of its duties; (ii) any exercise of, or failure to exercise, any discretionary authority duly granted to the Financial Agent under this FAA, (iii) any loss or liability incurred as a result of any action or failure to act by the custodian selected by the Treasury (“Custodian”), a broker, a clearing agency, or a securities depository, provided that this provision shall not constitute a waiver of any rights the Treasury may have under Federal securities or other laws, (iv) any inability to access the Custodian’s systems or any missing or incorrect information contained on the Custodian’s system. C. The Financial Agent is liable and shall reimburse the Treasury for any monetary loss or costs which result from the any default under or breach of this FAA, fraud, theft, embezzlement, willful misconduct, bad faith, or negligence of, or breach of a fiduciary duty by, the Financial Agent or an affiliate or a contractor of the Financial Agent. D. The Financial Agent may be liable for costs, expenses, or damages associated with a breach of nonpublic information, as set forth in Section 7. E. If the Treasury reasonably believes that the Financial Agent is in default under or in breach of this FAA, an investigation of the Financial Agent’s actions by the Treasury or another entity may be required. If ultimately found to be in breach, the Financial Agent shall be liable for the reasonable costs and expenses of any such investigation to the extent that such costs and expenses are reasonably documented.