Common use of Scope of Responsibility Clause in Contracts

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (D) The Lender understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 3(B) above, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The Lender understands and agrees that the Agent’s performance under this Exhibit B is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, clearance system or market where or through which Instructions are to be carried out and to which the Agent is subject and as exist in the country in which any Assets are held. (G) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (H) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s 's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (D) The Lender understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of will be performed only the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 3(B) above, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The In the event of the insolvency or any other analogous proceedings of a third party holding Lender’s Assets, the Agent will typically only have an unsecured claim against the third party on Lender’s behalf, and Lender will be exposed to the risk that the securities, cash or any other property received by the Agent from the third party is insufficient to satisfy Lender’s claim and the claims of all other relevant clients. (G) Lender understands and agrees that the Agent’s 's performance under this Exhibit B A is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, clearance system or market where or through which Instructions are to be carried out and to which the Agent is subject and as exist in the country in which any Assets are held. (GH) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (HI) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B A not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s 's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (D▇) The Lender ▇▇▇▇▇▇ understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of will be performed only the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 2(D) and 3(B) aboveabove and 3(F) below, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The Agent shall have the same level of responsibilities to the Lender for any nominee controlled by the Agent or by any of the Agent’s affiliated companies as it does for itself. (G) In the event of the insolvency or any other analogous proceedings of a third party holding ▇▇▇▇▇▇’s Assets, the Agent will typically only have an unsecured claim against the third party on ▇▇▇▇▇▇’s behalf, and ▇▇▇▇▇▇ will be exposed to the risk that the securities, cash or any other property received by the Agent from the third party is insufficient to satisfy The Lender’s claim and the claims of all other relevant clients. (H) The Lender understands and agrees that the Agent’s 's performance under this Exhibit B A is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, clearance system or market where or through which Instructions are to be carried out and to which the Agent is subject and as exist in the country in which any Assets are held. (GI) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (HJ) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B A not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s 's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiaryaffiliate; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (D) The Lender understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of will be performed only by the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 3(B) aboveabove and in Section 4.b. of the Agency Agreement, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The In the event of the insolvency or any other analogous proceedings of a third party holding Lender's Assets, the Agent will typically only have an unsecured claim against the third party on Lender's behalf, and Lender will be exposed to the risk that the securities, cash or any other property received by the Agent from the third party is insufficient to satisfy Lender's claim and the claims of all other relevant clients. (G) Lender understands and agrees that the Agent’s 's performance under this Exhibit B A is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, clearance system or market where or through which Instructions are to be carried out and to which the Agent is subject and as exist in the country in which any Assets are held. (GH) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (HI) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s 's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (D) The Lender understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of will be performed only the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 2(D) and 3(B) aboveabove and 3(F) below, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The Agent shall have the same level of responsibilities to the Lender for any nominee controlled by the Agent or by any of the Agent’s affiliated companies as it does for itself. (G) In the event of the insolvency or any other analogous proceedings of a third party holding Lender’s Assets, the Agent will typically only have an unsecured claim against the third party on Lender’s behalf, and Lender will be exposed to the risk that the securities, cash or any other property received by the Agent from the third party is insufficient to satisfy The Lender’s claim and the claims of all other relevant clients. (H) The Lender understands and agrees that the Agent’s 's performance under this Exhibit B A is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, clearance system or market where or through which Instructions are to be carried out and to which the Agent is subject and as exist in the country in which any Assets are held. (GI) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (HJ) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B A not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s 's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (D▇) The Lender ▇▇▇▇▇▇ understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of will be performed only the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 2(D) and 3(B) aboveabove and 3(F) below, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The Agent shall have the same level of responsibilities to the Lender for any nominee controlled by the Agent or by any of the Agent's affiliated companies as it does for itself. (G) In the event of the insolvency or any other analogous proceedings of a third party holding ▇▇▇▇▇▇'s Assets, the Agent will typically only have an unsecured claim against the third party on ▇▇▇▇▇▇'s behalf, and ▇▇▇▇▇▇ will be exposed to the risk that the securities, cash or any other property received by the Agent from the third party is insufficient to satisfy The Lender's claim and the claims of all other relevant clients. (H) The Lender understands and agrees that the Agent’s 's performance under this Exhibit B A is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, clearance system or market where or through which Instructions are to be carried out and to which the Agent is subject and as exist in the country in which any Assets are held. (GI) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (HJ) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B A not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.