Common use of Limitation of Responsibility Clause in Contracts

Limitation of Responsibility. (a) The Securities Agent will not be liable for any facts, acts or omissions of the parties on the Kazakhstan Documents or third parties that may prevent the Securities Agent from complying with its obligations and duties under this Agreement. (b) The Securities Agent shall not have any implied liability or obligation under this Agreement or the Kazakhstan Documents with respect to obligations that are not expressly provided herein or therein. (c) The parties hereto agree that the Securities Agent shall not be liable for any act or omission, including without limitation, the failure to deliver any notice in accordance with this Agreement, to be performed by any other party hereto or any third party that may result in a failure to comply with the Securities Agent obligations. (d) The Securities Agent shall not be liable for any act performed in good faith and in accordance with the written instructions delivered by the Trustee to the Securities Agent pursuant to this Agreement. The Trustee shall have no liability for any negligence or willful misconduct of the Securities Agent. (e) Notwithstanding any other limitation to the Securities Agent’s liability under this Agreement, the parties hereto agree that the Securities Agent shall not be liable for, and shall not have any obligation to verify or investigate: (i) any representation or warranty made by the parties hereto in this Agreement or any other document related to this Agreement, including but not limited to the Kazakhstan Documents; (ii) the content of any certificate, report or any other document delivered by any party hereto or any other third party; and (iii) the fulfillment by the Issuer of its obligations under or any agreement related to this Agreement, including but not limited to the Kazakhstan Documents. (f) Nothing herein shall require the Trustee to submit to the jurisdiction of a non-U.S. court. (g) Without limiting the above and notwithstanding any provision to the contrary in any other document, the Securities Agent and its officers, representatives, employees and agents: (i) shall not have any liability or obligation other than those expressly provided in this Agreement, and the Securities Agent shall not have any implied liability or obligation hereunder; (ii) at any time, upon determination by the Securities Agent after consultation with legal counsel that it is prohibited by applicable law to perform or refrain from performing an act or requirement set forth herein, the Securities Agent may postpone or refrain from performing such act until the Securities Agent has received legal advice from counsel or other evidence reasonably satisfactory to the Securities Agent that such act (or omission to act) is not prohibited under applicable law. (iii) may, at its own election, seek advice from any legal or any other kind of advisor (provided that Securities Agent shall not retain financial advisors for the benefit of Trustee without the prior written consent of the Trustee); (iv) shall not have any liability whatsoever to determine or investigate the fulfillment or compliance by any of the parties hereto of the terms, conditions and obligations under this Agreement or any other agreement they are part of; (v) shall not incur any liability whatsoever for any delay, cancellation or modification of any notice, consent, certificate, representation, communication, copy or any other communication not delivered to the Securities Agent, cancelled or modified timely; and (vi) shall not be deemed to have knowledge of any fact or circumstance, unless the Securities Agent has received a written notice at the address provided in Section 9(a) hereof in accordance with this Agreement.

Limitation of Responsibility. (a) The Securities Agent will not be liable for any facts, acts or omissions of the parties on the Kazakhstan Documents or third parties that may prevent the Securities Agent from complying with its obligations and duties under this Agreement. (b) The Securities Agent shall not have any implied liability or obligation under this Agreement or the Kazakhstan Documents with respect to obligations that are not expressly provided herein or therein. (c) The parties hereto agree that the Securities Agent shall not be liable for any act or omission, including including, without limitation, the failure to deliver any notice in accordance with this Agreement, to be performed by any other party hereto or any third party that may result in a failure to comply with the Securities Agent Agent’s obligations. (d) The Securities Agent shall not be liable for any act performed in good faith and in accordance with the written instructions delivered by the Trustee Collateral Agent to the Securities Agent pursuant to this Agreement. The Trustee No Secured Party shall have no any liability for any negligence or willful misconduct of the Securities Agent. (e) Notwithstanding any other limitation to the Securities Agent’s liability under this Agreement, the parties hereto agree that the Securities Agent shall not be liable for, and shall not have any obligation to verify or investigate: (i) any representation or warranty made by the parties hereto in this Agreement or any other document related to this Agreement, including including, but not limited limited, to the Kazakhstan Documents; (ii) the content of any certificate, report or any other document delivered by any party hereto or any other third party; and (iii) the fulfillment by the Issuer Issuers of its their obligations under or any agreement related to this Agreement, including including, but not limited to to, the Kazakhstan Documents. (f) Nothing herein shall require the Trustee any Secured Party to submit to the jurisdiction of a non-U.S. court. (g) Without limiting the above and notwithstanding any provision to the contrary in any other document, the Securities Agent and its officers, representatives, employees and agents: (i) shall not have any liability or obligation other than those expressly provided in this Agreement, and the Securities Agent shall not have any implied liability or obligation hereunder; (ii) at any time, upon determination by the Securities Agent after consultation with legal counsel that it is prohibited by applicable law to perform or refrain from performing an act or requirement set forth herein, the Securities Agent may postpone or refrain from performing such act until the Securities Agent has received legal advice from counsel or other evidence reasonably satisfactory to the Securities Agent that such act (or omission to act) is not prohibited under applicable law.; (iii) may, at its own election, seek advice from any legal or any other kind of advisor (provided that the Securities Agent shall not retain financial advisors for the benefit of Trustee any Secured Party without the prior written consent of the Trusteesuch Person); (iv) shall not have any liability whatsoever to determine or investigate the fulfillment or compliance by any of the parties hereto of the terms, conditions and obligations under this Agreement or any other agreement they are part of; (v) shall not incur any liability whatsoever for any delay, cancellation or modification of any notice, consent, certificate, representation, communication, copy or any other communication not delivered to the Securities Agent, cancelled or modified timely; and (vi) shall not be deemed to have knowledge of any fact or circumstance, unless the Securities Agent has received a written notice at the address provided in Section 9(a) hereof in accordance with this Agreement.

Limitation of Responsibility. (a) The Securities Agent will not be liable for any facts, acts or omissions of the parties on the Kazakhstan Transaction Documents or third parties that may prevent the Securities Agent from complying with its obligations and duties under this Agreement. (b) The Securities Agent shall not have any implied liability or obligation under this Agreement or the Kazakhstan Transaction Documents with respect to obligations that are not expressly provided herein or therein. (c) The parties hereto Parties agree that the Securities Agent shall not be liable for any act or omission, including including, without limitation, the failure to deliver any notice in accordance with this Agreement, to be performed by any other party hereto or any third party (including either Trustee) that may result in a failure to comply with the Securities Agent Agent’s obligations. (d) The Securities Agent shall not be liable for any act performed in good faith and in accordance with the written instructions delivered by the Trustee Collateral Agent to the Securities Agent pursuant to this Agreement. The Trustee shall have no liability for any negligence or willful misconduct of the Securities AgentAgency Agreement. (e) Notwithstanding any other limitation to the Securities Agent’s liability under this Agreement, the parties hereto Parties agree that the Securities Agent shall not be liable for, and shall not have any obligation to verify or investigate: (i) any representation or warranty made by the parties hereto Parties in this Agreement or any other document related to this Agreement, including but not limited to the Kazakhstan Transaction Documents; (ii) the content contents of any certificate, report or any other document delivered by any party hereto Party or any other third party, including the Collateral Agent; and (iii) the fulfillment by each of the Issuer Shareholders of its obligations under this Agreement or any agreement related to this Agreement, including but not limited to the Kazakhstan Transaction Documents. (f) Nothing herein shall require the Trustee to submit to the jurisdiction of a non-U.S. court. (g) Without limiting the above and notwithstanding any provision to the contrary in any other documentTransaction Document, the Securities Agent and its officers, representatives, employees and agents: (i) shall not have any liability or obligation hereunder other than those expressly provided in this Agreement, and the Securities Agent shall not have any implied liability or obligation hereunder; (ii) at any time, upon determination by the Securities Agent after consultation with legal counsel that it is prohibited by applicable law to perform or refrain from performing an act or requirement set forth herein, the Securities Agent may postpone or refrain from performing such act until the Securities Agent has received legal advice from counsel or other evidence reasonably satisfactory to the Securities Agent that such act (or omission to act) is not prohibited under by applicable law.; (iii) may, at its own election, seek advice from any legal or any other kind of advisor (provided that the Securities Agent shall not retain financial advisors for unless directed to do so by the benefit of Trustee without the prior written consent of the TrusteeCollateral Agent in writing); (iv) shall not have any liability whatsoever to determine or investigate the fulfillment or compliance by any of the parties hereto Parties of the terms, conditions and obligations under this Agreement or any other agreement they are part of; (v) shall not incur in any liability whatsoever for any delay, cancellation or modification of any notice, consent, certificate, representation, communication, copy or any other communication not delivered to the Securities Agent, cancelled or modified timely; and (vi) shall not be deemed to have knowledge of any fact or circumstance, unless the Securities Agent has received a written notice at in the address provided in Section 9(adomicile and to the attention of the individual appointed (or that will be appointed) hereof for such purposes in accordance with this Agreement.

Limitation of Responsibility. (a) The Securities Escrow Agent will shall have no duty to know or determine the performance or non-performance of any provision of this Agreement or any other agreement except as expressly required or contemplated in the performance by the Escrow Agent of the functions contemplated to be performed by it under this Agreement. The duties and responsibilities of the Escrow Agent are limited to those expressly stated herein. The provisions of this Section 6.8 are not intended to and shall not restrict or remove any other rights which the Escrow Agent may have at law or in equity to seek relief or direction a court of competent jurisdiction in addition to such as are expressly set forth herein. Except as otherwise expressly provided herein, the Escrow Agent is hereby authorized to disregard any and all notices or other communication, other than written notices given by any of the other Parties, and is hereby expressly authorized to comply with any and all processes, orders, judgments or decrees of any court of competent jurisdiction and shall not be liable for to any facts, acts or omissions of the parties on other Parties for such compliance. If the Kazakhstan Documents Escrow Agent complies with any such process, order, judgment or third parties that may prevent decrees of any court, it shall not be liable to any of the Securities other Parties for compliance, notwithstanding any such process, order, judgment or decree being subsequently reversed, modified, annulled, set aside, or vacated, or being subsequently found to have been issued or entered without jurisdiction. The Escrow Agent from complying with its obligations and duties shall be under no duty or obligation to ascertain the identity, authority, or rights of the Parties (or their agents) executing or delivering or purporting to execute or deliver this Agreement. (b) , or any instruments, documents, or papers related hereto or funds deposited or called for hereunder. The Securities Agent shall not have any implied liability or obligation under this Agreement or the Kazakhstan Documents with respect to obligations that are not expressly provided herein or therein. (c) The parties hereto agree that the Securities Escrow Agent shall not be liable for any reasonable error of judgment or any act or omission, including without limitation, the failure to deliver any notice in accordance with this Agreement, to be performed by any other party hereto omission or any third party that may result in a failure to comply with the Securities Agent obligations. (d) The Securities Agent shall not be liable for any act performed in good faith and in accordance with the written instructions delivered by the Trustee to the Securities Agent pursuant to this Agreement. The Trustee shall have no liability for any negligence mistake or willful misconduct of the Securities Agent. (e) Notwithstanding any other limitation to the Securities Agent’s liability under this Agreement, the parties hereto agree that the Securities Agent shall not be liable for, and shall not have any obligation to verify fact or investigate: (i) any representation or warranty made by the parties hereto in this Agreement or any other document related to this Agreement, including but not limited to the Kazakhstan Documents; (ii) the content of any certificate, report or any other document delivered by any party hereto or any other third party; and (iii) the fulfillment by the Issuer of its obligations under or any agreement related to this Agreement, including but not limited to the Kazakhstan Documents. (f) Nothing herein shall require the Trustee to submit to the jurisdiction of a non-U.S. court. (g) Without limiting the above and notwithstanding any provision to the contrary in any other document, the Securities Agent and its officers, representatives, employees and agents: (i) shall not have any liability or obligation other than those expressly provided in this Agreement, and the Securities Agent shall not have any implied liability or obligation hereunder; (ii) at any time, upon determination by the Securities Agent after consultation with legal counsel that it is prohibited by applicable law to perform or refrain from performing an act or requirement set forth herein, the Securities Agent may postpone or refrain from performing such act until the Securities Agent has received legal advice from counsel or other evidence reasonably satisfactory to the Securities Agent that such act (or omission to act) is not prohibited under applicable law. (iii) may, at its own election, seek advice from any legal or any other kind of advisor (provided that Securities Agent shall not retain financial advisors for the benefit of Trustee without the prior written consent of the Trustee); (iv) shall not have any liability whatsoever to determine or investigate the fulfillment or compliance by any of the parties hereto of the terms, conditions and obligations under this Agreement or any other agreement they are part of; (v) shall not incur any liability whatsoever for any delay, cancellation or modification of any notice, consent, certificate, representation, communication, copy or any other communication not delivered to the Securities Agent, cancelled or modified timely; and (vi) shall not be deemed to have knowledge of any fact or circumstance, unless the Securities Agent has received a written notice at the address provided in Section 9(a) hereof in accordance with this Agreement.

Limitation of Responsibility. (a) The Securities Agent will not be liable for any facts, acts or omissions of the parties on the Kazakhstan Transaction Documents or third parties that may prevent the Securities Agent from complying with its obligations and duties under this Agreement. (b) The Securities Agent shall not have any implied liability or obligation under this Agreement or the Kazakhstan Transaction Documents with respect to obligations that are not expressly provided herein or therein. (c) The parties hereto Parties agree that the Securities Agent shall not be liable for any act or omission, including including, without limitation, the failure to deliver any notice in accordance with this Agreement, to be performed by any other party hereto or any third party (including either Trustee) that may result in a failure to comply with the Securities Agent Agent’s obligations. (d) The Securities Agent shall not be liable for any act performed in good faith and in accordance with the written instructions delivered by the Trustee Collateral Agent to the Securities Agent pursuant to this Agreement. The Trustee shall have no liability for any negligence or willful misconduct of the Securities AgentAgency Agreement. (e) Notwithstanding any other limitation to the Securities Agent’s liability under this Agreement, the parties hereto Parties agree that the Securities Agent shall not be liable for, and shall not have any obligation to verify or investigate: (i) any representation or warranty made by the parties hereto Parties in this Agreement or any other document related to this Agreement, including but not limited to the Kazakhstan Transaction Documents; (ii) the content contents of any certificate, report or any other document delivered by any party hereto Party or any other third party, including the Collateral Agent; and (iii) the fulfillment by each of the Issuer Shareholders of its obligations under this Agreement or any agreement related to this Agreement, including but not limited to the Kazakhstan Transaction Documents. (f) Nothing herein shall require the Trustee to submit to the jurisdiction of a non-U.S. court. (g) Without limiting the above and notwithstanding any provision to the contrary in any other documentTransaction Document, the Securities Agent and its officers, representatives, employees and agents: (i) shall not have any liability or obligation hereunder other than those expressly provided in this Agreement, and the Securities Agent shall not have any implied liability or obligation hereunder; (ii) at any time, upon determination by the Securities Agent after consultation with legal counsel that it is prohibited by applicable law to perform or refrain from performing an act or requirement set forth herein, the Securities Agent may postpone or refrain from performing such act until the Securities Agent has received legal advice from counsel or other evidence reasonably satisfactory to the Securities Agent that such act (or omission to act) is not prohibited under by applicable law.; (iii) may, at its own election, seek advice from any legal or any other kind of advisor (provided that the Securities Agent shall not retain financial advisors for unless directed to do so by the benefit of Trustee without the prior written consent of the TrusteeCollateral Agent in writing); (iv) shall not have any liability whatsoever to determine or investigate the fulfillment or compliance by any of the parties hereto Parties of the terms, conditions and obligations under this Agreement or any other agreement they are part of; (v) shall not incur in any liability whatsoever for any delay, cancellation or modification of any notice, consent, certificate, representation, communication, copy or any other communication not delivered to the Securities Agent, cancelled or modified timely; and (vi) shall not be deemed to have knowledge of any fact or circumstance, unless the Securities Agent has received a written notice at in the address provided in Section 9(adomicile and to the attention of the individual appointed (or that will be appointed) hereof for such purposes in accordance with this Agreement.. SECTION 5

Limitation of Responsibility. (a) The Securities Agent will not be liable for any facts, acts or omissions of the parties on the Kazakhstan Transaction Documents or third parties that may prevent the Securities Agent from to complying with its obligations and duties under this Agreement. (b) The Securities Agent shall not have any implied liability or obligation under this Agreement or the Kazakhstan Transaction Documents with respect to obligations that are not expressly provided herein or therein. (c) The parties hereto Parties agree that the Securities Agent shall not be liable for any act or omission, including without limitation, the failure to deliver any notice in accordance with this Agreement, to be performed by any other party hereto or any third party (including the Trustee) that may result in a failure to comply with the Securities Agent Agent’s obligations. (d) The Securities Agent shall not be liable for any act performed in good faith and in accordance with the written instructions delivered by the Trustee to the Securities Agent pursuant to this Agreement. The Trustee shall have no liability for any negligence or willful misconduct of the Securities AgentAgency Agreement. (e) Notwithstanding any other limitation to the Securities Agent’s liability under this Agreement, the parties hereto Parties agree that the Securities Agent shall not be liable for, and shall not have any obligation to verify or investigate: (i) any representation or warranty made by the parties hereto Parties in this Agreement or any other document related to this Agreement, including but not limited to the Kazakhstan Transaction Documents; (ii) the content of any certificate, report or any other document delivered by any party hereto Party or any other third party, including the Trustee; and (iii) the fulfillment by each of the Issuer Shareholders of its obligations under this Agreement or any agreement related to this Agreement, including but not limited to the Kazakhstan Transaction Documents. (f) Nothing herein shall require the Trustee to submit to the jurisdiction of a non-U.S. court. (g) Without limiting the above and notwithstanding any provision to the contrary in any other documentTransaction Document, the Securities Agent and its officers, representatives, employees and agents: (i) shall not have any liability or obligation hereunder other than those expressly provided in this Agreement, and the Securities Agent shall not have any implied liability or obligation hereunder; (ii) at any time, upon determination by the Securities Agent after consultation with legal counsel that it is prohibited by applicable law to perform or refrain from performing an act or requirement set forth herein, the Securities Agent may postpone or refrain from performing such act until the Securities Agent has received legal advice from counsel or other evidence reasonably satisfactory to the Securities Agent that such act (or omission to act) is not prohibited under by applicable law.; (iii) may, at its own election, seek advice from any legal or any other kind of advisor (provided that Securities Agent shall not retain financial advisors for unless directed to do so by the benefit of Trustee without the prior written consent of the Trusteein writing); (iv) shall not have any liability whatsoever to determine or investigate the fulfillment or compliance by any of the parties hereto Parties of the terms, conditions and obligations under this Agreement or any other agreement they are part of; (v) shall not incur in any liability whatsoever for any delay, cancellation or modification of any notice, consent, certificate, representation, communication, copy or any other communication not delivered to the Securities Agent, cancelled or modified timely; and (vi) shall not be deemed to have knowledge of any fact or circumstance, unless the Securities Agent has received a written notice at in the address provided in Section 9(adomicile and to the attention of the individual appointed (or that will be appointed) hereof for such purposes in accordance with this Agreement.. SECTION 5

Limitation of Responsibility. (a) The Securities Agent will not be liable for any facts, acts or omissions of the parties on the Kazakhstan Transaction Documents or third parties that may prevent the Securities Agent from to complying with its obligations and duties under this Agreement. (b) The Securities Agent shall not have any implied liability or obligation under this Agreement or the Kazakhstan Transaction Documents with respect to obligations that are not expressly provided herein or therein. (c) The parties hereto Parties agree that the Securities Agent shall not be liable for any act or omission, including without limitation, the failure to deliver any notice in accordance with this Agreement, to be performed by any other party hereto or any third party (including the Trustee) that may result in a failure to comply with the Securities Agent Agent’s obligations. (d) The Securities Agent shall not be liable for any act performed in good faith and in accordance with the written instructions delivered by the Trustee to the Securities Agent pursuant to this Agreement. The Trustee shall have no liability for any negligence or willful misconduct of the Securities AgentAgency Agreement. (e) Notwithstanding any other limitation to the Securities Agent’s liability under this Agreement, the parties hereto Parties agree that the Securities Agent shall not be liable for, and shall not have any obligation to verify or investigate: (i) any representation or warranty made by the parties hereto Parties in this Agreement or any other document related to this Agreement, including but not limited to the Kazakhstan Transaction Documents; (ii) the content of any certificate, report or any other document delivered by any party hereto Party or any other third party, including the Trustee; and (iii) the fulfillment by each of the Issuer Shareholders of its obligations under this Agreement or any agreement related to this Agreement, including but not limited to the Kazakhstan Transaction Documents. (f) Nothing herein shall require the Trustee to submit to the jurisdiction of a non-U.S. court. (g) Without limiting the above and notwithstanding any provision to the contrary in any other documentTransaction Document, the Securities Agent and its officers, representatives, employees and agents: (i) shall not have any liability or obligation hereunder other than those expressly provided in this Agreement, and the Securities Agent shall not have any implied liability or obligation hereunder; (ii) at any time, upon determination by the Securities Agent after consultation with legal counsel that it is prohibited by applicable law to perform or refrain from performing an act or requirement set forth herein, the Securities Agent may postpone or refrain from performing such act until the Securities Agent has received legal advice from counsel or other evidence reasonably satisfactory to the Securities Agent that such act (or omission to act) is not prohibited under by applicable law.; (iii) may, at its own election, seek advice from any legal or any other kind of advisor (provided that Securities Agent shall not retain financial advisors for unless directed to do so by the benefit of Trustee without the prior written consent of the Trusteein writing); (iv) shall not have any liability whatsoever to determine or investigate the fulfillment or compliance by any of the parties hereto Parties of the terms, conditions and obligations under this Agreement or any other agreement they are part of; (v) shall not incur in any liability whatsoever for any delay, cancellation or modification of any notice, consent, certificate, representation, communication, copy or any other communication not delivered to the Securities Agent, cancelled or modified timely; and (vi) shall not be deemed to have knowledge of any fact or circumstance, unless the Securities Agent has received a written notice at in the address provided in Section 9(adomicile and to the attention of the individual appointed (or that will be appointed) hereof for such purposes in accordance with this Agreement.

Limitation of Responsibility. (a) The Securities Escrow Agent will not be liable for shall have no duty to know or determine the performance or non-performance by Newco or Freehold of any facts, acts or omissions provision of the parties on Arrangement Agreement, or any other agreement except as expressly required or contemplated in the Kazakhstan Documents or third parties that may prevent performance of the Securities Escrow Agent from complying with of its obligations duties and duties responsibilities under this Agreement. (b) The Securities Escrow Agent shall not have be bound in any implied way by any other contract or agreement between the parties hereto, whether or not the Escrow Agent has knowledge thereof or of its terms and conditions and the Escrow Agent's only duty, liability or obligation under this Agreement or and responsibility shall be to hold and deal with the Kazakhstan Documents with respect to obligations that are not Escrow Amount as herein directed and the Escrow Agent has no duties and responsibilities other than those expressly provided herein or thereinstated herein. (c) The parties hereto agree that the Securities Agent provisions of this clause are not intended to and shall not be liable for any act restrict or omission, including without limitation, the failure to deliver any notice in accordance with this Agreement, to be performed by remove any other party hereto rights which the Escrow Agent may have at law or any third party that may result in a failure equity to comply with seek relief or direction from the Securities Agent obligationsCourt in addition to such as are expressly set forth herein. (d) The Securities Except as otherwise expressly provided herein, the Escrow Agent is hereby authorized to disregard any and all notices or warnings, other than written notices given by any of the other Parties hereto, and is hereby expressly authorized to comply with and obey any and all processes, orders, judgments or decrees of any Court and shall not be liable for to any act performed in good faith and in accordance with the written instructions delivered by the Trustee to the Securities Agent pursuant to this Agreement. The Trustee shall have no liability for any negligence or willful misconduct of the Securities Agentother Parties for such compliance, notwithstanding any such process, order, judgment or decree being subsequently reversed, modified, annulled, set aside, or vacated, or being subsequently found to have been issued or entered without jurisdiction. (e) Notwithstanding any other limitation The Escrow Agent shall be under no duty or obligation to ascertain the Securities Agent’s liability under identity, authority, or rights of the Parties (or their agents) executing or delivering or purporting to execute or deliver this Agreement, the parties hereto agree that the Securities Agent shall not be liable for, and shall not have any obligation to verify or investigate: (i) any representation or warranty made by the parties hereto in this Agreement or any other document directions, instruments, documents, or papers related to this Agreement, including but not limited to the Kazakhstan Documents; (ii) the content of any certificate, report or any other document delivered by any party hereto or any other third party; and (iii) the fulfillment by the Issuer of its obligations under or any agreement related to this Agreement, including but not limited to the Kazakhstan Documentshereto. (f) Nothing herein shall require the Trustee to submit to the jurisdiction of a non-U.S. court. (g) Without limiting the above and notwithstanding any provision to the contrary in any other document, the Securities Agent and its officers, representatives, employees and agents: (i) shall not have any liability or obligation other than those expressly provided in this Agreement, and the Securities The Escrow Agent shall not have any implied liability or obligation hereunder; (ii) at any time, upon determination by the Securities Agent after consultation with legal counsel that it is prohibited by applicable law be obligated to perform or refrain from performing an act or requirement set forth herein, the Securities Agent may postpone or refrain from performing such act until the Securities Agent has received legal advice from counsel or other evidence reasonably satisfactory to the Securities Agent that such act (or omission to act) is not prohibited under applicable law. (iii) may, at its own election, seek advice from take any legal action hereunder which might, in the Escrow Agent's judgment, involve any expense or any other kind of advisor (provided that Securities liability unless the Escrow Agent shall not retain financial advisors for the benefit of Trustee without the prior written consent of the Trustee); (iv) shall not have any liability whatsoever to determine been furnished with reasonable retainer or investigate the fulfillment or compliance by any of the parties hereto of the terms, conditions and obligations under this Agreement or any other agreement they are part of; (v) shall not incur any liability whatsoever for any delay, cancellation or modification of any notice, consent, certificate, representation, communication, copy or any other communication not delivered to the Securities Agent, cancelled or modified timely; and (vi) shall not be deemed to have knowledge of any fact or circumstance, unless the Securities Agent has received a written notice at the address provided in Section 9(a) hereof in accordance with this Agreementindemnity.

Limitation of Responsibility. of the Custodian and the Administrative Agent; Indemnifications. (a) The Securities Neither the Custodian nor the Administrative Agent will not be liable for any facts, acts or omissions of the parties on the Kazakhstan Documents or third parties that may prevent the Securities Agent from complying with its obligations and duties shall have responsibility under this AgreementAgreement other than to render the Services expressly called for hereunder in good faith and without committing fraud or engaging in criminal conduct, willful misconduct, gross negligence or reckless disregard of its duties hereunder. (b) The Securities Neither the Custodian nor the Administrative Agent shall not have incur liability to anyone in acting upon any implied liability signature, instrument, statement, notice, resolution, request, direction, consent, order, certificate, report, opinion, bond or obligation under this Agreement other document or the Kazakhstan Documents with respect paper reasonably believed by it to obligations that are not expressly provided herein or thereinbe genuine and reasonably believed by it to be signed by an Authorized Person. (c) The parties hereto agree that the Securities Agent Custodian may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys and shall not be liable responsible for any act misconduct or omissionnegligence on the part of any agent or attorney appointed hereunder with due care by it in good faith; provided, including without limitationhowever, such appointment shall not release the failure Custodian from its responsibility to deliver any notice in accordance with this Agreement, to be performed by any other party hereto or any third party that may result in a failure to comply with the Securities Agent obligationsperform its obligations hereunder. (d) The Securities Neither the Custodian, the Administrative Agent nor any of their affiliates, directors, officers, shareholders, agents or employees will be liable to the Manager, the Borrower or to any other Person (including as to the Custodian, the Administrative Agent), except by reason of acts or omissions by the Custodian or the Administrative Agent, as applicable, constituting criminal conduct, fraud, bad faith, willful misconduct, gross negligence or reckless disregard of its respective duties hereunder. (e) Neither the Custodian nor the Administrative Agent shall not be liable for the actions or omissions of the Borrower, the Manager or of any act performed in good faith and in accordance with the written instructions delivered by the Trustee other Person (including as to the Securities Agent pursuant to this Agreement. The Trustee Custodian, the Administrative Agent), and shall have no liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete information or data received by it from the Borrower, the Manager or from another Person (including as to the Custodian, the Administrative Agent). Neither the Custodian nor the Administrative Agent shall be liable for failing to perform or delay in performing its specified duties hereunder which result from or is caused by a failure or delay on the part of the Borrower, the Manager or of another Person (including as to the Custodian, the Administrative Agent) in furnishing necessary, timely and accurate information to the Borrower or the Manager except to the extent that any failure or delay is caused by its own criminal conduct, fraud, bad faith, willful misconduct, gross negligence or willful misconduct reckless disregard of the Securities Agentits respective duties hereunder. (ef) Notwithstanding The Custodian may rely conclusively on any notice, certificate or other limitation document (including, without limitation, telecopier or electronically transmitted instructions, documents or information) furnished to it hereunder by an Authorized Person or otherwise by the Securities Agent’s liability under this Agreement, Administrative Agent and reasonably believed by it in good faith to be genuine. Neither the parties hereto agree that Custodian nor the Securities Administrative Agent shall not be liable forfor any action taken by it in good faith and reasonably believed by it to be within the discretion or powers conferred upon it, and shall not have or taken by it pursuant to any obligation direction or instruction by which it is governed hereunder, or omitted to verify be taken by it by reason of the lack of direction or investigate:instruction required hereby for such action. (ig) Neither the Custodian nor the Administrative Agent shall be bound to make any representation investigation into the facts or warranty made by the parties hereto matters stated in this Agreement or any other document related to this Agreement, including but not limited to the Kazakhstan Documents; (ii) the content of any certificate, report or any other document delivered document; provided, however, that if the form thereof is prescribed by any party hereto or any other third party; and (iii) the fulfillment by the Issuer of its obligations under or any agreement related to this Agreement, including but not limited the Custodian or the Administrative Agent, as applicable, shall examine the same to determine whether it conforms on its face to the Kazakhstan Documentsrequirements hereof. (fh) Nothing herein shall require the Trustee to submit to the jurisdiction of a non-U.S. court. (g) Without limiting the above and notwithstanding any provision to the contrary in any other document, the Securities Agent and its officers, representatives, employees and agents: (i) shall not have any liability or obligation other than those expressly provided in this Agreement, and the Securities Agent shall not have any implied liability or obligation hereunder; (ii) at any time, upon determination by the Securities Agent after consultation with legal counsel that it is prohibited by applicable law to perform or refrain from performing an act or requirement set forth herein, the Securities Agent may postpone or refrain from performing such act until the Securities Agent has received legal advice from counsel or other evidence reasonably satisfactory to the Securities Agent that such act (or omission to act) is not prohibited under applicable law. (iii) may, at its own election, seek advice from any legal or any other kind of advisor (provided that Securities Agent shall not retain financial advisors for the benefit of Trustee without the prior written consent of the Trustee); (iv) shall not have any liability whatsoever to determine or investigate the fulfillment or compliance by any of the parties hereto of the terms, conditions and obligations under this Agreement or any other agreement they are part of; (v) shall not incur any liability whatsoever for any delay, cancellation or modification of any notice, consent, certificate, representation, communication, copy or any other communication not delivered to the Securities Agent, cancelled or modified timely; and (vi) The Custodian shall not be deemed to have knowledge or notice of any fact matter unless a Responsible Officer has actual knowledge of such matter or circumstance, unless the Securities Agent has received a written notice at the address provided in Section 9(a) hereof in accordance with this Agreement. “Responsible Officer” shall mean any officer within the corporate trust office of the Custodian (or any successor group thereof) located at the address set forth in Section 13 hereof, including any director, vice president, assistant vice president, associate or officer customarily performing functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any matter is referred because of his knowledge of and familiarity with the particular subject.