Common use of Concerning the Agent Clause in Contracts

Concerning the Agent. 9.1 Agent shall administer the securities lending program in conformity with the applicable laws governing each Loan and all rules, regulations and exemptions from time to time promulgated and issued under the authority of those laws. Nothing in this Agreement shall be construed to require Agent to take any action which in Agent’s reasonable belief could cause Agent or a Lending Fund to violate any applicable law. In the event of a change in the securities lending program required in order to comply with a change in applicable laws, rules, regulations or exemptions, Agent shall notify the Company and such change shall be deemed to be a part of this Agreement. 9.2 Agent shall not be responsible for delays or failures in performance caused by circumstances reasonably beyond Agent’s control, including but not limited to fires, storms, earthquakes and other similar occurrences, power outages, work stoppages, closure or malfunctioning of central banks, securities exchanges, or depositories, defaults by subcustodians chosen by Agent in the exercise of reasonable care, political disturbances, acts of terrorism and breakdowns in governmental functions of all types. 9.3 Agent may at its discretion, but shall not be required to, make loans or advances to a Lending Fund in order to provide temporary liquidity to such Lending Fund as a result of a Collateral default or otherwise. All such loans or advances shall bear interest at the Treasury Rate until paid if permitted under applicable statutes, regulations, exemptions and SEC opinions. Agent may also advance funds to a Lending Fund for the payment of Rebate Fees or other amounts due to a Borrower, or for the payment of Substitute Payments, Net Revenues or any other amounts due from the Borrower to the Lending Fund hereunder. Any advance to a Lending Fund of amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Borrower and may be reversed to the extent final payment is not received. Any interest received by the Agent under this paragraph shall be in addition to Agent’s other compensation under this Agreement. 9.4 In performing its duties hereunder, Agent shall be held to the standard of care exercised by banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent be liable for special, indirect or consequential damages of any kind, even though Agent may have been previously informed of the possibility that such damages may occur.

Concerning the Agent. 9.1 Agent shall administer the securities lending program in conformity with the applicable laws governing each Loan and all rules, regulations and exemptions from time to time promulgated and issued under the authority of those laws. Nothing in this Agreement shall be construed to require Agent to take any action which in Agent’s reasonable belief could cause Agent or a Lending Fund Lender to violate any applicable law. In the event of a change in the securities lending program required in order to comply with a change in applicable laws, rules, regulations or exemptions, Agent shall notify the Company Lender in writing thereof and such change shall be deemed to be a part of this Agreement. 9.2 Agent shall not be responsible for delays or failures in performance caused by circumstances reasonably beyond Agent’s control, including but not limited to fires, storms, earthquakes and other similar occurrences, power outages, work stoppages, closure or malfunctioning of central banks, securities exchanges, or depositories, defaults by subcustodians chosen by Agent in the exercise of reasonable care, political disturbances, acts of terrorism and breakdowns in governmental functions of all types. 9.3 Agent may at its discretion, but shall not be required to, make loans or advances to a Lending Fund the Collateral Account or Lender in order to provide temporary liquidity to such Lending Fund as a result of a Collateral default or otherwise. All such loans or advances shall bear interest at the Treasury Federal Funds Rate until paid if permitted under applicable statutes, regulations, exemptions and SEC opinionspaid. Agent may also advance funds to a Lending Fund Lender for the payment of Rebate Fees or any other amounts due to a Borrower, or for the payment of Substitute Payments, Net Revenues or any other amounts due from the Borrower to the Lending Fund Lender hereunder. Any advance to a Lending Fund Lender of amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Borrower and may be reversed to the extent final payment is not received. Any interest received by the Agent under this paragraph Section 9.3 shall be in addition to Agent’s other compensation under this Agreement. 9.4 In performing its duties hereunder, Agent shall be held to the standard of care exercised by banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent be liable for (i) defaults by subcustodians chosen by Agent in the exercise of reasonable care or (ii) special, indirect or consequential damages of any kind, even though Agent may have been previously informed of the possibility that such damages may occur. 9.5 In connection with the implementation of the Settlement Discipline Regime (SDR) under the Central Securities Depositories Regulation (CSDR), Lender acknowledges and agrees that: 9.5.1 Agent will be responsible for the payment of any related cash penalty debits, and any related cash penalty credits will be due and payable to the Agent for its own account only with respect to any applicable Loans of Securities; and 9.5.2 unless agreed otherwise with ▇▇▇▇▇▇ in writing, the Agent has the discretion to pass on cash penalty credits and debits to the Lender where it considers it appropriate and prior notification is provided.

Concerning the Agent. 9.1 Agent shall administer the securities lending program in conformity with the applicable laws governing each Loan and all rules, regulations and exemptions from time to time promulgated and issued under the authority of those laws. Nothing in this Agreement shall be construed to require Agent to take any action which in Agent’s 's reasonable belief could cause Agent or a Lending Fund to violate any applicable law. In the event of a change in the securities lending program required in order to comply with a change in applicable laws, rules, regulations or exemptions, Agent shall notify the Company and such change shall be deemed to be a part of this Agreement. 9.2 Agent shall not be responsible for delays or failures in performance caused by circumstances reasonably beyond Agent’s 's control, including but not limited to fires, storms, earthquakes and other similar occurrences, power outages, work stoppages, closure or malfunctioning of central banks, securities exchanges, or depositories, defaults by subcustodians chosen by Agent in the exercise of reasonable care, political disturbances, acts of terrorism and breakdowns in governmental functions of all types. 9.3 Agent may at its discretion, but shall not be required to, make loans or advances to a Lending Fund in order to provide temporary liquidity to such Lending Fund as a result of a Collateral default or otherwise. All such loans or advances shall bear interest at the Treasury Rate until paid if permitted under applicable statutes, regulations, exemptions and SEC opinions. Agent may also advance funds to a Lending Fund for the payment of Rebate Fees or other amounts due to a Borrower, or for the payment of Substitute Payments, Net Revenues or any other amounts due from the Borrower to the Lending Fund hereunder. Any advance to a Lending Fund of amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Borrower and may be reversed to the extent final payment is not received. Any interest received by the Agent under this paragraph shall be in addition to Agent’s 's other compensation under this Agreement. 9.4 In performing its duties hereunder, Agent shall be held to the standard of care exercised by banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent be liable for special, indirect or consequential damages of any kind, even though Agent may have been previously informed of the possibility that such damages may occur.