Common use of Limitations on Liability and Indemnification Clause in Contracts

Limitations on Liability and Indemnification. The Customer shall release, indemnify, defend and hold harmless the Bank, BankAmerica Corporation, and each of their respective officers, directors, affiliates, subsidiaries, employees and nominees (collectively, the "Indemnified Parties"), from any claim (including third party claims), liability, loss, damage or expense (including accountants' fees and inside and outside counsel expenses and disbursements of the Indemnified Parties and/or any third party claimant) of any nature, directly or indirectly arising out of or relating to any act or omission under this Agreement (including, without limitation, those acts or omissions relating to an Indemnified Party acting as record holder of Securities held in the Account), except for any claim, liability, loss, damage or expense arising out of an Indemnified Party's negligence or willful misconduct. In no event shall an Indemnified Party be liable for special, consequential, punitive or similar damages. The Bank may, with respect to matters arising hereunder, apply for and obtain the advice and opinion of counsel to the Customer or of its own inside and outside counsel, at the expense of the Customer (upon the Customer's approval of such expense, which approval shall not be unreasonably withheld, and provided such expense shall be reasonable), and the Bank shall be fully protected with respect to anything done or omitted by it in conformity with such advice or opinion. The Bank need not maintain any insurance for the benefit of the Customer. The Bank employs one or more nationally recognized pricing services, financial periodicals and publications to ascribe market values to some or all of the Property. The Customer acknowledges that these ascribed values may not equal the actual market value of the Property and that neither the Bank nor any vendor from whom the Bank receives pricing information ("Vendor"), guarantees their accuracy. The Customer agrees to release, indemnify, defend and hold the Bank and its Vendors harmless against any risk, loss, claim, liability, demand, damage or expense resulting from and/or related to the ascribed value of the Property, including without limitation, claims made against the Customer by any third party. Notwithstanding anything herein to the contrary, (a) The Bank will be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of any instruction given by an Authorized Person or by a person reasonably believed by the Bank to be an Authorized Person, the legality of any purchase or sale of any Property or the propriety of the amount for which such Property is purchased or sold; and (ii) the validity of the issuance of any Securities purchased or the genuineness of any certificate evidencing Securities purchased. (b) All receipts of funds or other property paid or distributed in respect of Securities in the Account shall be made at the risk of the Customer. The Bank shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Bank or an Authorized Entity of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Bank has been instructed to take action as provided herein. (c) The Bank shall not be liable for any action taken or omitted to be taken in reliance upon instructions given in accordance with Section 6 by an Authorized Person or by a person reasonably believed by the Bank to be an Authorized Person, or upon any certified copy of any resolution or similar instrument of the Customer's Governing Body. The Bank may rely on the genuineness of any such documents which it may reasonably believe to be validly executed.

Limitations on Liability and Indemnification. The Customer a. Except as may otherwise be provided by law, Manager shall releasenot be liable to the Client for (i) any loss that the Client may suffer by reason of any investment decision made or other action taken or omitted in good faith by Manager; (ii) any loss arising from Manager’s adherence to the Client’s or another authorized person’s instructions or reliance upon data or information provided by such parties; (iii) any loss arising from any failure or delay by the Client or another authorized person in delivering moneys in connection with trade settlement or any other obligations of the Client under this Agreement or (iv) any act or failure to act by the Client, indemnifyCustodian, defend any broker or dealer to which Manager directs transactions for the Accounts, or any other third party; provided, however that Manager shall select such brokers and hold harmless dealers with reasonable care; provided, that, in each case, the BankManager shall have acted, BankAmerica Corporationsubject to the terms and conditions hereof, in good faith and with that degree of care, skill, prudence and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use, in a manner consistent with the practices and procedures followed by other institutional asset managers of national standing relating to assets of the nature and character of the Liquidity Account, and each in any case, using a degree of their respective skill and attention no less than that which the Manager exercises with respect to comparable assets that it manages for itself and others having similar investment objectives and restrictions. b. Manager shall not be under any duty with regard to any assets of the Client which are not part of the Liquidity Account. c. The Client shall indemnify Manager, its officers, directors, affiliates, subsidiaries, employees and nominees delegates (collectivelyeach, the "Indemnified Parties")a “Manager Covered Party”) against, from any claim (including third party claims)and all expenses, liabilitylosses, lossdamages, damage or expense (including accountants' fees liabilities, excise taxes, demands, charges, and inside and outside counsel expenses and disbursements of the Indemnified Parties and/or any third party claimant) claims of any nature, directly kind or indirectly arising out of or relating to any act or omission under this Agreement nature whatsoever (including, without limitation, those acts reasonable attorneys’ fees and litigation-related expenses) (collectively, “Losses”) that any Manager Covered Party may incur in connection with any threatened or omissions pending third-party action, suit, proceeding or claim relating to an Indemnified Party acting as record holder of Securities held in the Account)to, except for any claim, liability, loss, damage or expense arising out of an Indemnified Party's negligence or in connection with this Agreement as a direct result of the negligence, willful misconduct, breach of fiduciary duty or violation of applicable law by the Client. The foregoing indemnity shall not apply (i) to any Losses arising out of the negligence, fraud, bad faith or willful misconduct. In no event shall an Indemnified Party be liable for specialmisconduct of a Manager Covered Party, consequential, punitive or similar damages. The Bank may, with respect to matters arising hereunder, apply for and obtain the advice and opinion of counsel (ii) to the Customer extent the Client is harmed by a Manager Covered Party’s failure to provide reasonably prompt notice to the Client of any claim for which indemnification is sought, or (iii) if a Manager Covered Party makes any admission of its own inside and outside counselliability or incur any significant expense after receiving written notice of a claim, at or agree to any settlement without the expense prior written consent of the Customer (upon the Customer's approval of such expenseClient, which approval consent shall not be unreasonably withheld. The Client may, in its sole discretion, and provided such expense shall be reasonable)at its expense, and control the Bank shall be fully protected with respect to anything done or omitted by it in conformity with such advice or opinion. The Bank need not maintain any insurance for the benefit defense of the Customer. The Bank employs one or more nationally recognized pricing servicesclaim including, financial periodicals and publications to ascribe market values to some or all of the Property. The Customer acknowledges that these ascribed values may not equal the actual market value of the Property and that neither the Bank nor any vendor from whom the Bank receives pricing information ("Vendor"), guarantees their accuracy. The Customer agrees to release, indemnify, defend and hold the Bank and its Vendors harmless against any risk, loss, claim, liability, demand, damage or expense resulting from and/or related to the ascribed value of the Property, including without limitation, claims made against the Customer by designating counsel for any third party. Notwithstanding anything herein indemnified party to the contrary, (a) The Bank will be under no duty or obligation to inquire intocontrol all negotiations, litigation, arbitration, settlements, compromises and shall not be liable for: appeals of any claim; provided that (i) the legality Client may not agree to any settlement involving any indemnified party that contains any element other than the payment of any instruction given by an Authorized Person or by a person reasonably believed by money and complete indemnification of such party without the Bank to be an Authorized Person, the legality of any purchase or sale of any Property or the propriety prior written consent of the amount for which such Property is purchased or sold; and affected person and (ii) the validity Client shall engage and pay the reasonable expenses of separate counsel for the indemnified party to the extent that the interests of such party are in conflict with those of the issuance Client. d. Manager shall indemnify the Client, its officers, directors, employees and delegates, if any (each, a “Client Covered Party”), against any and all Losses that any Client Covered Party may incur as a direct result of any Securities purchased the negligence, willful misconduct, breach of fiduciary duty or violation of applicable law by Manager. e. In no event shall either Manager or the genuineness Client be liable for any indirect, incidental, special, punitive, exemplary or consequential damages in connection with or arising out of any certificate evidencing Securities purchasedthis Agreement. (b) All receipts of funds f. Federal and state securities laws may impose liabilities under certain circumstances on persons who act in good faith, and nothing in this Agreement shall waive or other property paid or distributed in respect of Securities in limit any rights which the Account Client may have under applicable law. g. The Manager shall be made at the risk of the Customerresponsible for maintaining and preserving its operations, facilities and systems (including their computer and communication systems) in a manner consistent with commercial and supervisory standards prevalent in its industry. The Bank Manager agrees that it shall enter into and shall maintain in effect, at all times during the term of this Agreement, with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of computer files and data with respect to any accounts held by it and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. So long as Custodian and Administrator shall have no liability for complied with the foregoing maintenance or preservation requirements and maintained such disaster recovery and business continuity capabilities as described in Section 27, and provided that any loss occasioned by delay in the actual receipt of notice or failure to take such action as may be required under this Agreement could not be prevented by the Bank or an Authorized Entity exercise of any paymentreasonable diligence by the Manager, redemption or other transaction regarding Securities in the Account in respect of which the Bank has been instructed to take action as provided herein. (c) The Bank Manager shall not be liable for any delay or failure to take any action taken as may be required under this Agreement to the extent that any such delay or omitted failure is caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Manager shall use its best efforts to be taken in reliance upon instructions given in accordance with Section 6 by an Authorized Person or by a person reasonably believed by resume performance as soon as practicable under the Bank to be an Authorized Person, or upon any certified copy of any resolution or similar instrument of the Customer's Governing Bodycircumstances. The Bank Manager shall provide the Client and the New York Fed with written notice of failure or delay to take action as may rely on be required under this Agreement that is a result of circumstances described in this Section 16.g.. h. This entire Section 16 shall survive the genuineness termination of any such documents which it may reasonably believe to be validly executedthis Agreement.