Common use of Limitation of Duties and Liability Clause in Contracts

Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows: (a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein; (b) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian or the Security Provider or Funding 2 or the Funding 2 Security Trustee, except (x) those Losses arising out of the Custodian’s or any BNY Mellon Affiliate’s fraud, negligence or wilful misconduct or (y) those Losses which are incurred by the Security Provider, Funding 2 or the Funding 2 Security Trustee directly as a result of the Custodian or any BNY Mellon Affiliate not complying with its obligations: (i) under Section 2.1 to identify Eligible Collateral in its books and records as being beneficially owned by the Security Provider, provided that the Custodian shall incur no liability for complying with any Authorised Instruction delivered by the Secured Party following a Secured Party Notice becoming effective, even if the Secured Party was not entitled to deliver such Secured Party Notice under the terms of the Funding 2 Collateral Security Agreement; (ii) under Section 2.2 and 2.3: (a) to segregate the Eligible Collateral held for the Security Provider on the Custodian’s books and records from the Custodian’s own property and the property of any BNY Mellon Affiliate and the Custodian’s other clients and any other person; (b) not to commingle Eligible Collateral which are beneficially owned by the Custodian with Eligible Collateral of the Security Provider; and (c) not to use the Security Provider’s Eligible Collateral, subject to the Custodian’s right of lien and set-off as set out in this Agreement for its own account; (iii) subject to the limitations of Section 1.5, under Section 2.3 to hold Property at the Custodian or Depositories and not through a sub-custodian; (iv) under paragraph (b) of Schedule B not to record Eligible Collateral in its books and records as being held in an account outside England unless held in another jurisdiction as may be required by the rules of the relevant Depository. and, in any event and in each case, only to the extent such Losses constitute direct money damages; (c) Without prejudice to the Custodian’s obligations under Sections 2.1, 2.2 and 2.3 of this Agreement, the Custodian shall not be responsible for the title, validity or genuineness of the Eligible Collateral or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for the Eligible Collateral held hereunder being freely transferable or deliverable without encumbrance in any relevant market; (d) Without prejudice to the Custodian’s obligations under Sections 2.1, 2.2 and 2.3 of this Agreement, the Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account; (e) The Custodian, any BNY Mellon Affiliate and any agent of the Custodian shall not be liable for the liquidation process under Section 3.5

Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s 's liability hereunder is limited as follows: (a) : The duties and responsibilities of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;. No implied duties or obligations shall be read into this Agreement against the Custodian and it shall not be obliged to perform any services or take any action not provided for in this Agreement unless specifically agreed in writing. In no case will the Custodian be required or obliged to do anything which would be from time to time be illegal or contrary to any rules or regulations and/or policies (including internal policies relating to Know Your Customer (“KYC”) and the prevention of money laundering and the financing of terrorism) applicable to it. (ba) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian Custodian, the Issuer, the Note Trustee or the Security Provider or Funding 2 or the Funding 2 Security Trustee, except (x) those Losses arising out of the Custodian’s or any BNY Mellon Affiliate’s 's fraud, negligence or wilful misconduct (or (y) those Losses which are incurred by to the Security Provider, Funding 2 or the Funding 2 Security Trustee directly as a result of extent the Custodian is liable for Losses pursuant to Section 2.4 or any BNY Mellon Affiliate not complying with its obligations: (i) under Section 2.1 to identify Eligible Collateral in its books and records as being beneficially owned by the Security Provider2.6), provided that the Custodian shall incur no liability for complying with any Authorised Instruction delivered by the Secured Party following a Secured Party Notice becoming effective, even if the Secured Party was not entitled to deliver such Secured Party Notice under the terms of the Funding 2 Collateral Security Agreement; (ii) under Section 2.2 and 2.3: (a) to segregate the Eligible Collateral held for the Security Provider on the Custodian’s books and records from the Custodian’s own property and the property of any BNY Mellon Affiliate and the Custodian’s other clients and any other person; (b) not to commingle Eligible Collateral which are beneficially owned by the Custodian with Eligible Collateral of the Security Provider; and (c) not to use the Security Provider’s Eligible Collateral, subject to the Custodian’s right of lien and set-off as set out in this Agreement for its own account; (iii) subject to the limitations of Section 1.5, under Section 2.3 to hold Property at the Custodian or Depositories and not through a sub-custodian; (iv) under paragraph (b) of Schedule B not to record Eligible Collateral in its books and records as being held in an account outside England unless held in another jurisdiction as may be required by the rules of the relevant Depository. and, in any event and in each caseevent, only to the extent such Losses constitute direct money damages; (cb) Without prejudice to the Custodian’s obligations under Sections 2.1, 2.2 and 2.3 of this Agreement, the The Custodian shall not be responsible for the title, validity or genuineness of the Eligible Collateral Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for the Eligible Collateral Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market; (dc) Without prejudice to the Custodian’s obligations under Sections 2.1, 2.2 and 2.3 of this Agreement, the The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an the Account; (d) The Custodian shall have no duty to take any action to collect any amount payable on the Securities if they are in default or if payment is refused after due demand and presentment; (e) The Custodian may obtain the advice of counsel, financial advisers and other experts with respect to any questions relating to its duties and responsibilities, the advice or opinion of such advisers shall constitute full and complete authorisation and protection with respect to anything done, suffered or omitted by it in conformity with such advice; (f) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account, and shall have no liability with respect to the decision of the Issuer, the Note Trustee, the Security Trustee or any Authorised Person to invest in Securities or to hold Cash in any currency; (g) The Custodian shall have no liability with respect to any Losses arising from the use by the Issuer, the Note Trustee or the Security Trustee (or any person authorised or acting on behalf of the Issuer, the Note Trustee or the Security Trustee) of any Electronic Means as a method of transmission; (h) The Custodian shall have no liability with respect to any Losses arising from a delay by the Custodian, a Subcustodian or Depository to act subject to and in accordance with an Instruction when such delay is due to any BNY Mellon Affiliate procedure or process to be performed by the Custodian, a Subcustodian or Depository and required in accordance with local laws and regulations, court or regulatory order; (i) The Custodian shall have no liability with respect to any agent Losses arising from the use of any third party appointed or selected by the Issuer, the Note Trustee or the Security Trustee or by the Custodian at the express request of the Issuer, the Note Trustee or the Security Trustee; (j) The Custodian shall have no responsibility if the rules or procedures imposed by Subcustodians, Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Issuer, the Note Trustee or the Security Trustee of Securities or Cash; (k) The Custodian shall have no responsibility for the accuracy of any information provided to the Issuer, the Note Trustee or the Security Trustee which has been obtained from or provided to the Custodian by any other entity; (l) The Custodian shall have no liability for any Losses incurred by or asserted against the Issuer, the Note Trustee or the Security Trustee arising from the default or insolvency of any Person, including but not be limited to a Subcustodian, Depository, broker, bank, and a counterparty to the settlement of a transaction or to a foreign exchange transaction, except to the extent that the Custodian is liable for Losses pursuant to Section 2.4 or 2.6; and (m) The Custodian's liability in connection with this Agreement in respect of any loss of, or failure to acquire, any asset will be limited to the liquidation process under Section 3.5market value (or, in the absence of a relevant market, the fair value) of that asset, as determined by the Custodian as at the date when notice of that loss or failure is given by the Custodian to the Issuer (or the Note Trustee or the Security Trustee, as applicable) plus interest on that amount at the Custodian's prevailing deposit rate for that amount from the date the notice is given