Common use of Standard of Care and Indemnification Clause in Contracts

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). (b) The Fund shall reimburse State Street and hold State Street harmless from any loss or liability (including the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Fund, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 12. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street has been apprised of the likelihood of such damages occurring. (d) The Fund acknowledges that in the event that the Fund’s participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate)transactions. (b) The Each Fund shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the such Fund, except such loss or liability which results from the State Street’s negligence, fraud, wilful misconduct or 's failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Section 14. Upon prior notice to the affected Fund, State Street may charge any amounts to which it is entitled under this Section 12, and not in good faith disputed by the affected Fund, against the affected Fund's account. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund party shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street it has been apprised of the likelihood of such damages occurring. (d) The Each Fund acknowledges that in the event that the Fund’s its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any generally recognized pricing service and shall not be liable for any errors made by such service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). (b) The Fund Client shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the FundClient, including any breach of a representation or warranty by the Client hereunder, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by Section 12(a). Nothing in this Section 12shall derogate from the indemnities provided by State Street in Xxxxxxx 00. Xxxxx Xxxxxx may charge any amounts to which it is entitled hereunder against the Client’s account. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special special, punitive, multiple or exemplary damages, including lost profits, even if State Street has been apprised of the likelihood of such damages occurring. (d) The Fund Client acknowledges that in the event that the FundClient’s participation in securities lending generates income for the FundClient, State Street may be required to withhold tax or may claim such tax from the Fund Client as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securitiessecurities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). State Street shall not be liable with respect to any losses incurred by any Fund under any term or provision hereof, except to the extent that such losses result from the negligence, bad faith or willful misconduct of State Street in the performance of its duties under this Agreement. (‘‘Disabling Conduct”), provided however, that State Street shall not be liable for any breach to the extent such breach is caused by any Fund’s breach of this Agreement, including any representation, warranty or undertaking provided by the Funds to State Street or State Street’s reliance on any documents provided by the Funds, under any Securities Loan Agreement. (b) The Each Fund shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the such Fund, except such loss or liability from the Disabling Conduct of State Street with such exceptions as noted in subsection (a) above. State Street may charge any amounts to which results from State Streetit is entitled hereunder against each Fund’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 12account. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if such party has been apprised of the likelihood of such damages occurring.. Each Fund shall not be liable to State Street for any indirect, consequential, incidental, special or exemplary damages, even if the relevant Fund has been apprised of the likelihood of such damages occurring. (d) The Each Fund acknowledges that in the event that the Fund’s its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance act without negligence, fraud, bad faith, intentional or reckless disregard of its duties hereunder consistent and obligations under this Agreement and with the reasonable care, prudence, diligence, and skill that exercised by banks generally may be reasonably expected of a bank providing securities lending services in carrying out all of its duties and obligations under this Agreement, including in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). (b) The Each Fund shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Fund, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Section 14. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund party shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street such party has been apprised of the likelihood of such damages occurring., provided that the foregoing limitation shall not apply with respect to damages or claims arising out of or relating to that party’s fraud or intentional or reckless disregard of its duties and obligations under this Agreement (d) The Each Fund acknowledges that in the event that the Fund’s participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including Collateral, may rely upon any recognized independent pricing service and shall not be liable for any errors made by such independent pricing service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate), subject to the provisions of this Agreement. (b) The Each Fund shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Fund, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 1212 or from State Street’s negligence, fraud or willful misconduct. Nothing in this Section shall derogate from the indemnities provided by State Street in Section 14. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor none of the Fund parties hereto shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street it has been apprised of the likelihood of such damages occurring. (d) The Each Fund acknowledges that in the event that the Fund’s participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including Collateral, may rely upon any recognized pricing service services selected by State Street on a reasonable basis and shall not be liable for any errors made by such service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.

Standard of Care and Indemnification. (a) State Street 23. BLIC shall at all times act in good faith and agrees to use its best efforts within reasonable care in limits to ensure the performance accuracy of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). (b) The Fund shall reimburse State Street and hold State Street harmless from any loss or liability (including the reasonable fees and disbursements of counsel) incurred by State Street in rendering all services hereunder or in connection with any breach of the terms of performed under this Agreement by the FundAgreement, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 12. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street has been apprised of the likelihood of such damages occurring. (d) The Fund acknowledges that in the event that the Fund’s participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including Collateral, may rely upon any recognized pricing service but assumes no responsibility and shall not be liable for loss or damage due to errors; provided that BLIC shall indemnify and hold each Fund harmless from all damages and costs, including reasonable attorneys’ fees, incurred by the Fund as a result of BLIC’s negligence, bad faith or willful misconduct, or that of its officers, agents and employees, in the performance of this Agreement. 24. The Funds shall severally and not jointly indemnify and hold BLIC harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by it resulting from any errors made claim, demand, action or suit in connection with the performance of its duties hereunder, or the functions of transfer and dividend disbursing agent or as a result of acting upon any instruction reasonably believed by such serviceit to have been properly executed by a duly authorized officer of the Funds, or upon any information, data, records or documents provided BLIC or its agents by computer tape, telex, CRT data entry or other similar means authorized by the Funds, provided that this indemnification shall not apply to actions or omissions of BLIC in cases of its own willful misconduct or negligence or that of its officers, agents and employees. 25. To In order that the extentindemnification provisions contained in this Section XIV shall apply, however, it is understood that if in any case the one party (the “Indemnitor”) may be asked to indemnify or save the other party (the “Indemnitee”) harmless, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities Indemnitor shall be immediately fully and promptly advised of all pertinent facts concerning the matters in question, and it is further understood that the Indemnitee will use all reasonable care to identify and notify the Indemnitor promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Indemnitor. The Indemnitor shall have the option to defend the Indemnitee against any claim which may be recalled from the Borrower by State Street subject of this indemnification, and in the event that the Indemnitor so elects, it will so notify the Indemnitee, and thereupon the Indemnitor shall take over complete defense of the claim, and the loan terminatedIndemnitee shall in such situations seek or be entitled to indemnification under this paragraph. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnitor will be asked to indemnify the Indemnitee except with the Indemnitor’s prior written consent.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). (b) The Each Fund shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the such Fund, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Xxxxxxx 00. Xxxxx Xxxxxx may charge any amounts to which it is entitled hereunder against each Fund's account. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street has been apprised of the likelihood of such damages occurring. Notwithstanding any express provision to the contrary herein, a Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages suffered by State Street, even if the Fund has been apprised of the likelihood of such damages occurring. (d) The Each Fund acknowledges that in the event that the Fund’s its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). (b) The Each Fund shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the such Fund, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Xxxxxxx 00. Xxxxx Xxxxxx may charge any amounts to which it is entitled hereunder against each Fund’s account with five (5) business days advance notice. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street has been apprised of the likelihood of such damages occurring. (d) The Each Fund acknowledges that in the event that the Fund’s its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) Notwithstanding any express provision to the contrary herein, State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. (f) It is expressly agreed that the obligations of the Trust or the Funds hereunder shall not be binding upon any trustee, shareholder, nominees, officers, agents or employees of the Trust personally, but bind only the assets and property of the individual Fund whose assets are being loaned. To The execution and delivery of this Agreement have been authorized by the extenttrustees of the Trust and signed by an authorized officer of the Trust, the Market Value of Securities has not been updated by acting as such, and neither such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) authorization nor such securities execution and delivery shall be immediately be recalled from deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Borrower by State Street assets and property of the loan terminatedindividual Fund whose assets are being loaned.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). For the avoidance of doubt, the standard of care in the preceding sentence shall apply to State Street’s execution of any instructions that are consistent with and contemplated by this Agreement. (b) The Each Fund shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Fund, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Section 14. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street has been apprised of the likelihood of such damages occurring. (d) The Each Fund acknowledges that in the event that the Fund’s participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). (b) The Fund Each Fund, severally and not jointly, shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Fund, including any breach of a representation or warranty by the Fund hereunder, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Section 14. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund party shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street such party has been apprised of the likelihood of such damages occurring. (d) The Each Fund acknowledges that in the event that the Fund’s participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including Collateral, may rely upon any recognized independent pricing service and shall not be liable for any errors made by such service. To Notwithstanding anything to the extentcontrary in this Agreement, each of the Market Value Funds agrees that (i) State Street shall not be liable or responsible for any expense, claim or liability, or act or omission in connection with the investment of Securities has cash Collateral; and (ii) each of the Funds agrees to indemnify and hold harmless State Street, its affiliates, agents and employees against all expenses and liabilities (including reasonable expenses and costs of counsel) arising directly or indirectly from the investment of cash Collateral in DWS Investment Fund including but not been updated limited to, any loss that is incurred by such recognized pricing service for five (5) days the Funds due to lack any market or investment risk of liquidity or tradingloss associated with the investments of cash Collateral, (“Stale Dated Securities”) such securities shall be immediately be recalled any loss arising from the Borrower by a default of any cash Collateral investment, and any Loss arising from a Fund’s failure to return Collateral and other amounts owed to State Street and the loan terminatedor any Borrowers from time to time.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). (b) The Fund Client shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the FundClient, including any breach of a representation or warranty by the Client hereunder, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by Section 12(a). Nothing in this Section 12shall derogate from the indemnities provided by State Street in Section 14. Upon prior notice to the Client, State Street, acting in good faith, may charge against the Client’s account any amounts to which State Street is entitled hereunder. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special special, punitive, multiple or exemplary damages, including lost profits, even if State Street has been apprised of the likelihood of such damages occurring. Notwithstanding any express provision to the contrary herein, the Client shall not be liable to State Street for any indirect, consequential, incidental, special, punitive, multiple or exemplary damages, including lost profits, even if the Client has been apprised of the likelihood of such damages occurring. (d) The Fund Client acknowledges that in the event that the FundClient’s participation in securities lending generates income for the FundClient, State Street may be required to withhold tax or may claim such tax from the Fund Client as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). State Street shall not be liable with respect to any losses incurred by any Fund under any term or provision hereof, except to the extent that such losses result from the negligence, bad faith or willful misconduct of State Street in the performance of its duties under this Agreement.(“Disabling Conduct”), provided however, that State Street shall not be liable for any breach to the extent such breach is caused by any Fund’s breach of this Agreement, including any representation, warranty or undertaking provided by the Funds to State Street or State Street’s reliance on any documents provided by the Funds, under any Securities Loan Agreement. (b) The Each Fund shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the such Fund, except such loss or liability from the Disabling Conduct of State Street with such exceptions as noted in subsection (a) above. State Street may charge any amounts to which results from State Streetit is entitled hereunder against each Fund’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 12account. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if such party has been apprised of the likelihood of such damages occurring.. Each Fund shall not be liable to State Street for any indirect, consequential, incidental, special or exemplary damages, even if the relevant Fund has been apprised of the likelihood of such damages occurring. (d) The Each Fund acknowledges that in the event that the Fund’s its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). (b) The Each Fund shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the such Fund, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Sxxxxxx 00. Xxxxx Xxxxxx may charge any amounts to which it is entitled hereunder against each Fund's account. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street has been apprised of the likelihood of such damages occurring. Notwithstanding any express provision to the contrary herein, a Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages suffered by State Street, even if the Fund has been apprised of the likelihood of such damages occurring. (d) The Each Fund acknowledges that in the event that the Fund’s its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.

Standard of Care and Indemnification. (a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate). (b) The Each Fund shall reimburse indemnify State Street and hold State Street harmless from any loss or liability (including without limitation, the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the such Fund, except such loss or liability which results from State Street’s negligence, fraud, wilful misconduct or failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Xxxxxxx 00. Xxxxx Xxxxxx may charge any amounts to which it is entitled hereunder against each Fund’s account. (c) Notwithstanding any express provision to the contrary herein, neither State Street nor the Fund shall not be liable for any indirect, consequential, incidental, special or exemplary damages, damages even if State Street has been apprised of the likelihood of such damages occurring. (d) The . Each Fund acknowledges that in the event that the Fund’s its participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. (e) State Street. Xxxxx Xxxxxx, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service. To the extent, the Market Value of Securities has not been updated by such recognized pricing service for five (5) days due to lack of liquidity or trading, (“Stale Dated Securities”) such securities shall be immediately be recalled from the Borrower by State Street and the loan terminated.