Common use of STANDARD OF CARE; REIMBURSEMENT Clause in Contracts

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. Except as otherwise expressly provided in Paragraph 4 of Article IV, in no event shall either party be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest any Cash Collateral that is timely received, or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined by Bank minus the Rebate. (c) Subject to sub-paragraph (a) of this Paragraph 1, Bank agrees to reimburse Lender and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach by Bank of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason or as a result of, or arising out of, any breach by Lender of this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Bank's negligence, bad faith or willful misconduct. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b1(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. Except as otherwise expressly provided in Paragraph 4 of Article IV, in no event shall either party be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest any Cash Collateral that is timely received, or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined by Bank minus the Rebate. (c) Subject to sub-paragraph (a) of this Paragraph 1, Bank agrees to reimburse Lender and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach by Bank of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's ’s negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason or as a result of, or arising out of, any breach by Lender of this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Bank's ’s negligence, bad faith or willful misconduct. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nomineesDepository. Except as otherwise expressly provided in Paragraph 4 of Article IV, in no event Bank shall either party not be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest Except for any Cash Collateral that is timely received, costs or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined expenses incurred by Bank minus the Rebate. (c) Subject in performing its obligations pursuant to sub-paragraph (a5(a) of this Paragraph 1Article IV, Bank Client agrees to reimburse or cause Lender to reimburse Bank and to hold it Bank harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counselcounsel incurred by Bank in a successful defense of claims by Client, Lender, or any third party which Lender Bank may sustain or incur or which may be asserted against Lender Bank by reason of or as a result of, of any action taken or arising out of, any breach omitted by Bank of in connection with operating under this Agreement, provided, however, that Bank shall not indemnify Lender for any other than those costs, expenses, damages, liabilities or claims, including fees and expenses of counsel, claims arising out of Lender's negligence the negligence, bad faith or willful misconductmisconduct of Bank. The foregoing shall be a continuing obligation of BankClient and Lender, its their respective successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which . Bank may sustain charge any amounts to which it is entitled hereunder against the Account. Actions taken or incur omitted in reliance upon Oral or which may be asserted against Bank by reason or as a result of, or arising out ofWritten Instructions, any breach Certificate of Authorized Persons or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Lender Bank to be genuine or bearing the signature of this Agreementa person or persons reasonably believed to be authorized to sign, includingcountersign or execute the same, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Bank's negligence, bad faith or willful misconduct. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder conclusively presumed to have been taken or of this Agreementomitted in good faith.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b1(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. Except as otherwise expressly provided in Paragraph 4 of Article IV, in no event shall either party be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest any Cash Collateral that is timely received, or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined by Bank minus the Rebate. (c) Subject to sub-paragraph (a) of this Paragraph 1, Bank agrees to reimburse Lender and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach by Bank of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason or as a result of, or arising out of, any breach by Lender of this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Bank's negligence, bad faith or willful misconduct. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. Except as otherwise expressly provided in Paragraph 4 of Article IV, in no event shall either party be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest any Cash Collateral that is timely received, or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined by Bank minus MINUS the Rebate. (c) Subject to sub-paragraph (a) of this Paragraph 1, Bank agrees to reimburse Lender and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach by Bank of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason or as a result of, or arising out of, any breach by Lender of this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Bank's negligence, bad faith or willful misconduct. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this THIS Agreement.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees), ) which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository Depository. Bank’s liability for the actions and omissions of any Subcustodian is limited to the failure on the part of Bank to exercise reasonable care in the selection or their respective successors retention of such Subcustodian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any costs, expenses, damages, liabilities and claims (including attorneys’ and accountants’ fees) incurred by Lender with respect to the actions or nomineesomissions of any Subcustodian, Bank shall take appropriate action to recover the same, and Bank’s sole responsibility and liability to Lender shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Bank). Except as otherwise expressly provided in Paragraph 4 of Article IV, in no event Bank shall either party not be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of actionaction except to the extent, if any, resulting from the gross negligence or intentional misconduct of Bank. (b) In the event Bank fails to invest Except for any Cash Collateral that is timely received, costs or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined expenses incurred by Bank minus the Rebate. (c) Subject in performing its obligations pursuant to sub-paragraph (aSection 5(a) of this Paragraph 1Article IV, Bank Client agrees to reimburse or cause Lender to reimburse Bank and to hold it Bank harmless from and against any and all reasonable costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach counsel incurred by Bank in a successful defense of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1claims by Client, Lender agrees to reimburse Bank and to hold it harmless from and against or any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counselthird party, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of, of any action taken or arising out of, any breach omitted by Lender of Bank in connection with operating under this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any other than those costs, expenses, damages, liabilities or claims, including fees and expenses of counsel, claims arising out of Bank's the negligence, bad faith or willful misconductmisconduct of Bank. The foregoing shall be a continuing obligation of Client and Lender, its their respective successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate of Authorized Persons or any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed by Bank to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees) incurred by LenderLxxxxx, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees), ) which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository Depository. Bank’s liability for the actions and omissions of any Subcustodian is limited to the failure on the part of Bank to exercise reasonable care in the selection or their respective successors retention of such Subcustodian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any costs, expenses, damages, liabilities and claims (including attorneys’ and accountants’ fees) incurred by Lender with respect to the actions or nomineesomissions of any Subcustodian, Bank shall take appropriate action to recover the same, and Bank’s sole responsibility and liability to Lender shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Bank). Except as otherwise expressly provided in Paragraph 4 of Article IV, in no event Bank shall either party not be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest Except for any Cash Collateral that is timely received, costs or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined expenses incurred by Bank minus the Rebate. (c) Subject in performing its obligations pursuant to sub-paragraph (aSection 5(a) of this Paragraph 1Article IV, Bank Client agrees to reimburse or cause Lender to reimburse Bank and to hold it Bank harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach counsel incurred by Bank in a successful defense of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1claims by Client, Lender agrees to reimburse Bank and to hold it harmless from and against or any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counselthird party, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of, of any action taken or arising out of, any breach omitted by Lender of Bank in connection with operating under this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any other than those costs, expenses, damages, liabilities or claims, including fees and expenses of counsel, claims arising out of Bank's the negligence, bad faith or willful misconductmisconduct of Bank. The foregoing shall be a continuing obligation of Client and Lender, its their respective successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate of Authorized Persons or any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed by Bank to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository Depository. Bank’s liability for the actions and omissions of any Subcustodian is limited to the failure on the part of Bank to exercise reasonable care in the selection or their respective successors retention of such Subcustodian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any costs, expenses, damages, liabilities and claims (including attorneys’ and accountants’ fees) incurred by Lender with respect to the actions or nomineesomissions of any Subcustodian, Bank shall take appropriate action to recover the same, and Bank’s sole responsibility and liability to Lender shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Bank). Except as otherwise expressly provided in Paragraph 4 of Article IV, in no event Bank shall either party not be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest Except for any Cash Collateral that is timely received, costs or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined expenses incurred by Bank minus the Rebate. (c) Subject in performing its obligations pursuant to sub-paragraph (a5(a) of this Paragraph 1Article IV, Bank Client agrees to reimburse or cause Lender to reimburse Bank and to hold it Bank harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counselcounsel incurred by Bank in a successful defense of claims by Client, Lender, or any third party which Lender Bank may sustain or incur or which may be asserted against Lender Bank by reason of or as a result of, of any action taken or arising out of, any breach omitted by Bank of in connection with operating under this Agreement, provided, however, that Bank shall not indemnify Lender for any other than those costs, expenses, damages, liabilities or claims, including fees and expenses of counsel, claims arising out of Lender's negligence the negligence, bad faith or willful misconductmisconduct of Bank. The foregoing shall be a continuing obligation of BankClient and Lender, its their respective successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which . Bank may sustain charge any amounts to which it is entitled hereunder against the Account. Actions taken or incur omitted in reliance upon Oral or which may be asserted against Bank by reason or as a result of, or arising out ofWritten Instructions, any breach Certificate of Authorized Persons or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Lender Bank to be genuine or bearing the signature of this Agreementa person or persons reasonably believed to be authorized to sign, includingcountersign or execute the same, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Bank's negligence, bad faith or willful misconduct. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder conclusively presumed to have been taken or of this Agreementomitted in good faith.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful wilful misconduct of Bank, its directors, officers, employees, affiliates Bank and except for any costs or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed expenses incurred by Bank in performing its obligations pursuant to be genuine or bearing the signature paragraph 5(a) of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faithArticle IV hereof. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. Except as otherwise expressly provided in Paragraph 4 of Article IV, in In no event shall either party Bank be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest Except for any Cash Collateral that is timely received, costs or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined expenses incurred by Bank minus the Rebate. (c) Subject in performing its obligations pursuant to sub-paragraph (a5(a) of this Paragraph 1, Bank agrees to reimburse Lender and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach by Bank of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1Article IV hereof, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counselcounsel incurred by Bank in a successful defense of claims by Lender, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of, of any action taken or arising out of, any breach omitted by Lender of Bank in connection with operating under this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any other than those costs, expenses, damages, liabilities or claims, including fees and expenses of counsel, claims arising out of Bank's the negligence, bad faith or willful misconductwilful misconduct of Bank. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful wilful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. Except as otherwise expressly provided in Paragraph 4 of Article IV, in In no event shall either party Bank be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest Except for any Cash Collateral that is timely received, costs or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined expenses incurred by Bank minus the Rebate. (c) Subject in performing its obligations pursuant to sub-paragraph (a5(a) of this Paragraph 1, Bank agrees to reimburse Lender and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach by Bank of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1Article IV hereof, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counselcounsel incurred by Bank in a successful defense of claims by Lender, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of, of any action taken or arising out of, any breach omitted by Lender of Bank in connection with operating under this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any other than those costs, expenses, damages, liabilities or claims, including fees and expenses of counsel, claims arising out of Bank's the negligence, bad faith or willful misconductmisconduct of Bank. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(bparagraphs 3(c), 5(a) and 5(b) of this ArticleArticle IV hereof, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. Except as otherwise expressly provided in Paragraph 4 of Article IV, in In no event shall either party Bank be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest Except for any Cash Collateral that is timely received, costs or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined expenses incurred by Bank minus the Rebate. (cin performing its obligations pursuant to paragraphs 5(a) Subject to sub-paragraph (aand 5(b) of this Paragraph 1, Bank agrees to reimburse Lender and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach by Bank of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1Article IV hereof, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counselcounsel incurred by Bank in a successful defense of claims by Lender, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of, of any action taken or arising out of, any breach omitted by Lender of Bank in connection with operating under this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any other than those costs, expenses, damages, liabilities or claims, including fees and expenses of counsel, claims arising out of Bank's the negligence, bad faith or willful misconductmisconduct of Bank. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful wilful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. Except as otherwise expressly provided in Paragraph 4 of Article IV, in In no event shall either party Bank be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest Except for any Cash Collateral that is timely received, costs or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined expenses incurred by Bank minus the Rebate. (c) Subject in performing its obligations to sub-paragraph (a5(a) of this Paragraph 1, Bank agrees to reimburse Lender and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach by Bank of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1Article IV hereof, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counselcounsel incurred by Bank in a successful defense of claims by Lender, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of, of any action taken or arising out of, any breach omitted by Lender of Bank in connection with operating under this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any other than those costs, expenses, damages, liabilities or claims, including fees and expenses of counsel, claims arising out of Bank's the negligence, bad faith or willful misconductwilful misconduct of Bank. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b1(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by LenderXxxxxx, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender Xxxxxx to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. Except as otherwise expressly provided in Paragraph 4 of Article IV, in no event shall either party be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest any Cash Collateral that is timely received, or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined by Bank minus the Rebate. (c) Subject to sub-paragraph (a) of this Paragraph 1, Bank agrees to reimburse Lender and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach by Bank of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of LenderXxxxxx's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1, Lender Xxxxxx agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason or as a result of, or arising out of, any breach by Lender of this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Bank's negligence, bad faith or willful misconduct. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' ’ and accountants' ’ fees), ) which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository Depository. Bank’s liability for the actions and omissions of any Subcustodian is limited to the failure on the part of Bank to exercise reasonable care in the selection or their respective successors retention of such Subcustodian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any costs, expenses, damages, liabilities and claims (including attorneys’ and accountants’ fees) incurred by Lender with respect to the actions or nomineesomissions of any Subcustodian, Bank shall take appropriate action to recover the same, and Bank’s sole responsibility and liability to Lender shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Bank). Except as otherwise expressly provided in Paragraph 4 of Article IV, in no event Bank shall either party not be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest Except for any Cash Collateral that is timely received, costs or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined expenses incurred by Bank minus the Rebate. (c) Subject in performing its obligations pursuant to sub-paragraph (aSection 5(a) of this Paragraph 1Article IV, Bank Client agrees to reimburse or cause Lender to reimburse Bank and to hold it Bank harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach counsel incurred by Bank in a successful defense of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1claims by Client, Lender agrees to reimburse Bank and to hold it harmless from and against or any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counselthird party, which Bank may sustain or incur or which may be asserted against Bank by reason of or as a result of, of any action taken or arising out of, any breach omitted by Lender of Bank in connection with operating under this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any other than those costs, expenses, damages, liabilities or claims, including fees and expenses of counsel, claims arising out of Bank's the negligence, bad faith or willful misconductmisconduct of Bank. The foregoing shall be a continuing obligation of Client and Lender, its their respective successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate of Authorized Persons or any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed by Bank to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b1(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful wilful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. Except as otherwise expressly provided in Paragraph 4 of Article IV, in In no event shall either party Bank be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of actionaction (except to the extent specified in Article IV Paragraphs 3(c) and 4(a) and (b)). (b) In the event Bank fails to invest any Cash Collateral that is timely received, or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 this of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined by Bank minus the Rebaterelated Rebate for such day with respect to such uninvested Cash Collateral. (c) Subject to sub-paragraph (a) of this Paragraph 1, Bank agrees to reimburse Lender and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach by Bank of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason or as a result of, or arising out of, any breach by Lender of this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Bank's negligence, bad faith or willful misconduct. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. Bank may charge any amounts to which it is entitled hereunder against the Account.

STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph l(b1(b) of this Article, Bank shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by Lender, except those costs, expenses, damages, liabilities or claims arising out of the negligence, bad faith negligence or willful misconduct of Bank, its directors, officers, employees, affiliates or agents. Actions taken or omitted in reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered by Lender to Bank hereunder and reasonably believed by Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same as an Authorized Person, shall be presumed to have been taken or omitted in good faith. Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. Except as otherwise expressly provided in Paragraph 4 of Article IV, in no event shall either party be liable to the other for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. (b) In the event Bank fails to invest any Cash Collateral that is timely received, or fails to reinvest any Cash Collateral, and such failure is not caused by circumstances described in Paragraph 12 of this Article, Bank shall be liable to Lender for each day during which such failure persists for an amount of liquidated damages equal to the difference between the average money market rate as reasonably determined by Bank minus the Rebate. (c) Subject to sub-paragraph (a) of this Paragraph 1, Bank agrees to reimburse Lender and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Lender may sustain or incur or which may be asserted against Lender by reason or as a result of, or arising out of, any breach by Bank of this Agreement, provided, however, that Bank shall not indemnify Lender for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Lender's negligence or willful misconduct. The foregoing shall be a continuing obligation of Bank, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement. (d) Subject to the exclusion of special, indirect and consequential damages contained in sub-paragraph (a) of this Paragraph 1, Lender agrees to reimburse Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Bank may sustain or incur or which may be asserted against Bank by reason or as a result of, or arising out of, any breach by Lender of this Agreement, including, without limitation, any representation or warranty of Lender being untrue, provided, however, that Lender shall not indemnify Bank for any costs, expenses, liabilities or claims, including fees and expenses of counsel, arising out of Bank's negligence, bad faith negligence or willful misconduct. The foregoing shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Agreement.