Common use of Clearing and Settlement Services Clause in Contracts

Clearing and Settlement Services. 1. The Custodian shall perform the clearing and settlement of the Client's Transactions. Accordingly, the Custodian: (a) with regard to securities of Financial Instruments held in tangible (physical) form, the Custodian will receive them and deliver them to the counterparties in the relevant markets or any intermediaries of the counterparties, (b) with regard to intangible (dematerialized) securities of the Financial Instruments, the Custodian shall take the necessary actions and make the entries required for the conveyance or transfer of such securities pursuant to the Client’s instructions; and (c) with regard to the funds (in cash) in respect of Transactions, the Custodian shall make the relevant collections and payments, with the entries being entered into the respective cash accounts. 2. The Custodian shall require the Client to provide any information deemed necessary or useful for the proper performance of its duties. The Client shall provide immediately to the Custodian any information required by the Custodian or that the Custodian deems necessary or useful for the proper performance of its duties. 3. The Custodian shall observe the terms of delivery versus payment (DvP) applicable from time to time. 4. The Client recognizes that, in order for the Custodian to undertake the clearing of derivatives transactions on the derivatives market of the Athens Exchange on the Client’s behalf, a clearing transfer agreement must have been drawn up beforehand by, on the one hand, the intermediaries designated each time by the Client for carrying out the Transactions and, on the other, the Custodian, as per current legislation and the regulations of the Athens Derivatives Exchange Clearing House (the “ATHEXClear”), which is signed by the Custodian with the Client. In any case, the Custodian shall have absolute discretion in each case to not go ahead with clearing of the transactions in the Dematerialized Securities System and the ATHEXClear, in the event that said transactions are not covered by the required safety margin or generally by sufficient funds, or do not comply with capital market legislation. 5. If the Client is a legal entity, he establishes herein collateral in favor of the Custodian in the form of a pledge under the provisions of Law 3301/2004, or otherwise a pledge, pursuant to the provisions of Articles 1209 et seq. of the Civil Code, on any sum of money or financial instrument that shall be deposited from time to time in the Custody Accounts in security of any current, future or deferred claim of the Bank against the Client, which may arise in the context of the present Agreement. This collateral extends to financial instruments resulting from corporate actions, such as share capital increases with free distribution of shares, share capital increases through the exercise of pre-emptive rights, etc. If the Client is a natural person, he establishes herein a pledge in favor of the Custodian, pursuant to the provisions of Articles 1209 et seq. of the Civil Code, on any sum or financial instrument that shall be deposited from time to time in the Accounts kept by the Custodian in security of any current, future or deferred claim on the part of the Custodian against the Client, which may arise in the context of the present Agreement. This collateral shall also extend to the financial instruments that will result from corporate actions, such as, for example, share capital increase through bonus shares, share capital increase by exercise of pre-emptive rights etc. In any case, the Client shall take every step to ensure that the said pledge and collateral against any third party shall remain in full force and effect. 6. The Custodian is entitled to make at any time it sees fit (and to this effect he is irrevocably authorized herein by the Client) any commitment or disclosure or entry or registration, as provided for by law, needed to finalize establishment of the said collateral. 7. Pledges and other collateral agreed to as above constitute the Custodian‘s ongoing security for any claim it may have against the Client pursuant to terms herein and the provisions of law and provide also the Custodian with the right of preferential satisfaction of such claims from the proceeds of any liquidation. 8. In the event of Client default in respect of the fulfilment of any of his obligations arising out of the present Agreement, the Custodian shall exercise any measure against the Client provided for under the law and under the present agreement, without notification, in order to recover any positive and consequential loss. For example, the Custodian shall have, among other things, the right: (a) to offset any amount in its possession that belongs to the Client to write off any claim against him resulting from clearing of the Client’s transactions performed using the funds of the Custodian; (c) to sell the Client’s financial instruments in order to meet the Custodian’s claims against the Client, either in accordance with the specific provisions of the applicable legislation regarding forced sale and/or forced clearing, or freely, in accordance with the express and irrevocable authorization provided by the Client to the Custodian hereby. 9. The Custodian shall perform the Client’s instructions regarding the portfolio assets submitted to it by the Client and its liability is limited solely to the good performance of such instructions. The Custodian is liable only in the event of any direct loss on the part of the Client that is evidently due to fraud or gross negligence and under no circumstances shall its liability include indirect loss or loss of earnings of the Client or losses of third parties. It is agreed that the Client’s claim for compensation shall under no circumstances exceed the total value of the Client’s financial instruments held in custody with the Custodian. 10. Subject to the provisions regarding the selection of the third-party sub-custodian, the Custodian shall be liable only for instructions it gives to third parties (sub-custodians). The Custodian is not liable for any loss incurred to the Client by actions or omissions of any third-party substitutes that are beyond its sphere of responsibility. 11. The Custodian shall not be liable for any loss incurred by Central Depositories, International Clearing Houses, any operator of the system where financial instruments are recorded, whether a regulated market or a Multilateral Trading Facility, or persons whose intermediation or participation is required by the rules and the practices of the regulated market where the financial instruments of the Client or of the Multilateral Trading Facility where transactions take place are traded. 12. The Custodian shall not be responsible for any events of force majeure and unforeseeable circumstances that may generate loss to the Client. The terms "force majeure" and "unforeseeable circumstances" include, inter alia, any unforeseeable event independent of the will of the parties. Events of force majeure include, inter alia, war, natural disaster, earthquake, fire, flood, acts of terrorism, strikes and work stoppages, the breakdown or malfunction for whatever reason and cause of trading systems (regulated market or MTF or OTF), central settlement and clearing of transactions, power blackout, break in transmission or telecommunications, the actions of third persons or Authorities, amendments to the current legislative framework, etc. 13. In addition, the Custodian shall not be liable for any acts, omissions or delays on the part of any Authority or state corporation or corporations operating under assignment by the Authority, or on the part of issuers of financial instruments, or for violation of any contractual or legal obligations of the latter during the custody of financial instruments and the settlement of the Client’s transactions. 14. The Custodian shall not be liable against the Client for failure to perform an order or instruction or for not clearing and settling a transaction due to the failure of a seller or buyer of a financial instrument to deliver the financial instruments sold or to pay the price of the purchased financial instruments or in the event that forged or falsified securities of financial instruments are delivered. In any such event, all relevant rights to compensation against the counterparty or other liable person will be exercised by the Client, whereas the Custodian’s liability shall be restricted to the provision of necessary assistance at any given time. 15. The Client is liable against the Custodian for any loss or damage incurred by the Custodian as a result of: - any breach by the Client of any obligations deriving from the Agreement or any of its declarations contained in this Agreement, - execution of orders or instructions of the Client, - the invalidity of any notification which the Custodian considered in good faith to be an instruction given by the Client or a person authorized by the Client to transmit instructions in accordance with this Agreement, or an authentic document, unless there is gross negligence or fraud on the part of the Custodian. 16. If a Client's instruction/order is not clearly stated or if the legal requirements are not met, the Client has no right to raise any claim against the Custodian for failing to implement it.

Clearing and Settlement Services. 1. The Custodian shall perform the clearing and settlement of the Client's Transactions. Accordingly, the Custodian: (a) with regard to securities of Financial Instruments held in tangible (physical) form, the Custodian will receive them and deliver them to the counterparties in the relevant markets or any intermediaries of the counterparties, (b) with regard to intangible (dematerialized) securities of the Financial Instruments, the Custodian shall take the necessary actions and make the entries required for the conveyance or transfer of such securities pursuant to the Client’s instructions; and (c) with regard to the funds (in cash) in respect of Transactions, the Custodian shall make the relevant collections and payments, with the entries being entered into the respective cash accounts. 2. The Custodian shall require the Client to provide any information deemed necessary or useful for the proper performance of its duties. The Client shall provide immediately to the Custodian any information required by the Custodian or that the Custodian deems necessary or useful for the proper performance of its duties. 3. The Custodian shall observe the terms of delivery versus payment (DvP) applicable from time to time. 4. The Client recognizes that, in order for the Custodian to undertake the clearing of derivatives transactions on the derivatives market of the Athens Exchange ADEX on the Client’s behalf, a clearing transfer agreement must have been drawn up beforehand by, on the one hand, the intermediaries designated each time by the Client for carrying out the Transactions and, on the other, the Custodian, as per current legislation and the regulations of the Athens Derivatives Exchange Clearing House (the “ATHEXClear”)House, which is signed by the Custodian with the Client. In any case, the Custodian shall have absolute discretion in each case to not go ahead with clearing of the transactions in the Dematerialized Securities System and the ATHEXClearADECH, in the event that said transactions are not covered by the required safety margin or generally by sufficient funds, or do not comply with capital market legislation. 5. If the Client is a legal entity, he establishes herein collateral in favor favour of the Custodian in the form of a pledge under the th e provisions of Law 3301/2004, or otherwise a pledge, pursuant to the provisions of Articles 1209 et seq. of the Civil Code, on any sum of money or financial instrument that shall be deposited from time to time in the Custody Accounts kept by the Custodian in security of any current, future or deferred claim of the Bank Custodian against the Client, which may arise in the context of the present Agreement. This collateral extends to financial instruments resulting from corporate actions, such as share capital increases with free distribution of shares, share capital increases through the exercise of pre-emptive rights, etc. If the Client is a natural person, he establishes herein a pledge in favor favour of the Custodian, pursuant to the provisions of Articles 1209 et seq. of the Civil Code, on any sum or financial instrument that shall be deposited from time to time in the Accounts kept by the Custodian in security of any current, future or deferred claim on the part of the Custodian against the Client, which may arise in the context of the present Agreement. This collateral shall also extend to the financial instruments that will result from corporate actions, such as, for example, share capital increase through bonus shares, share capital increase by exercise of pre-emptive rights etc. In any case, the Client shall take every step to ensure that the said pledge and collateral against any third party shall remain in full force and effect. 6. The Custodian is entitled to make at any time it sees fit (and to this effect he is irrevocably authorized herein by the Client) any commitment or disclosure or entry or registration, as provided for by law, needed to finalize establishment of the said collateral. 7. Pledges and other collateral agreed to as above constitute the Custodian‘s ongoing security for any claim it may have against the Client pursuant to terms herein and the provisions of law and provide also the Custodian with the right of preferential satisfaction of such claims from the proceeds of any liquidation. 8. In the event of Client default in respect of the fulfilment of any of his obligations arising out of the present Agreement, the Custodian shall exercise any measure against the Client provided for under the law and under the present agreement, without notification, in order to recover any positive and consequential loss. For example, the Custodian shall have, among other things, the right: (a) to offset any amount in its possession that belongs to the Client to write off any claim against him resulting from clearing of the Client’s transactions performed using the funds of the Custodian; (c) to sell the Client’s financial instruments in order to meet the Custodian’s claims against the Client, either in accordance with the specific provisions of the applicable legislation regarding forced sale and/or forced clearing, or freely, in accordance with the express and irrevocable authorization provided by the Client to the Custodian hereby. 9. The Custodian shall perform the Client’s daily instructions regarding the portfolio assets submitted to it by the Client and its liability is limited solely to the good performance of such instructionsorders. The Custodian is liable only in the event of any direct loss on the part of the Client that is evidently due to fraud or gross negligence and under no circumstances shall its liability include indirect loss or loss of earnings of the Client or losses of third parties. It is agreed that the Client’s claim for compensation shall under no circumstances exceed the total value of the Client’s financial instruments held in custody with the Custodian. 10. Subject to the provisions regarding the selection of the third-party sub-custodian, the Custodian shall be liable only for instructions it gives to third parties (sub-custodians). The Custodian is not liable for any loss incurred to the Client by actions or omissions of any third-party substitutes that are beyond its sphere of responsibility. 11. The Custodian shall not be liable for any loss incurred by Central Depositories, International Clearing Houses, any operator of the system where financial instruments are recorded, whether a regulated market or a Multilateral Trading Facility, or persons whose intermediation or participation is required by the rules and the practices of the regulated market where the financial instruments of the Client or of the Multilateral Trading Facility where transactions take place are traded. 12. The Custodian shall not be responsible for any events of force majeure and unforeseeable circumstances that may generate loss to the Client. The terms "force majeure" and "unforeseeable circumstances" include, inter alia, any unforeseeable event independent of the will of the parties. Events of force majeure include, inter alia, war, natural disaster, earthquake, fire, flood, acts of terrorism, strikes and work stoppages, the breakdown or malfunction for whatever reason and cause of trading systems (regulated market or MTF or OTF), central settlement and clearing of transactions, power blackout, break in transmission or telecommunications, the actions of third persons or Authorities, amendments to the current legislative framework, etc. 13. In addition, the Custodian shall not be liable for any acts, omissions or delays on the part of any Authority or state corporation or corporations operating under assignment by the Authority, or on the part of issuers of financial instruments, or for violation of any contractual or legal obligations of the latter during the custody of financial instruments and the settlement of the Client’s transactions. 14. The Custodian shall not be liable against the Client for failure to perform an order or instruction or for not clearing and settling a transaction due to the failure of a seller or buyer of a financial instrument to deliver the financial instruments sold or to pay the price of the purchased financial instruments or in the event that forged or falsified securities of financial instruments are delivered. In any such event, all relevant rights to compensation against the counterparty or other liable person will be exercised by the Client, whereas the Custodian’s liability shall be restricted to the provision of necessary assistance at any given time. 15. The Client is liable against the Custodian for any loss or damage incurred by the Custodian as a result of: - any breach by the Client of any obligations deriving from the Agreement or any of its declarations contained in this Agreement, - execution of orders or instructions of the Client, - the invalidity of any notification which the Custodian considered in good faith to be an instruction given by the Client or a person authorized by the Client to transmit instructions in accordance with this Agreement, or an authentic document, unless there is gross negligence or fraud on the part of the Custodian. 16. If a Client's instruction/order is not clearly stated or if the legal requirements are not met, the Client has no right to raise any claim against the Custodian for failing to implement it.

Clearing and Settlement Services. 1. The Custodian shall perform the clearing and settlement of the Client's Transactions. Accordingly, the Custodian: (a) with regard to securities of Financial Instruments held in tangible (physical) form, the Custodian will receive them and deliver them to the counterparties in the relevant markets or any intermediaries of the counterparties, (b) with regard to intangible (dematerialized) securities of the Financial Instruments, the Custodian shall take the necessary actions and make the entries required for the conveyance or transfer of such securities pursuant to the Client’s instructions; and (c) with regard to the funds (in cash) in respect of Transactions, the Custodian shall make the relevant collections and payments, with the entries being entered into the respective cash accounts. The clearing and settlement of Transactions shall always be carried out in line with the provisions of current legislation, and the rules and transaction practices governing the regulated market or the Multilateral Trading Facility where the financial instruments relevant to the said transactions are listed or traded, and according to the place where each transaction is performed. 2. The Custodian shall require the Client to provide any information deemed necessary or useful for the proper performance of its duties. The Client shall provide immediately to the Custodian any information required by the Custodian or that the Custodian deems necessary or useful for the proper performance of its duties. 3. The Custodian shall observe the terms of delivery versus payment (DvP) applicable from time to time. 4. The Client recognizes that, in order for the Custodian to undertake the clearing of derivatives transactions on the derivatives market of the Athens Exchange on the Client’s behalf, a clearing transfer agreement must have been drawn up beforehand by, on the one hand, the intermediaries designated each time by the Client for carrying out the Transactions and, on the other, the Custodian, as per current legislation and the regulations of the Athens Derivatives Exchange Clearing House (the “ATHEXClear”), which is signed by the Custodian with the Client. In any case, the Custodian shall have absolute discretion in each case to not go ahead with clearing of the transactions in the Dematerialized Securities System and the ATHEXClear, in the event that said transactions are not covered by the required safety margin or generally by sufficient funds, or do not comply with capital market legislation. 5. If the The Client is a legal entity, he herein establishes herein collateral in favor of the Custodian in the form of a pledge under the provisions of Law 3301/2004, or otherwise a pledge, pursuant to the provisions of Articles 1209 et seq. of the Greek Civil Code, on any sum of money or financial instrument that shall be deposited from time to time in the Custody Accounts in security of any current, future or deferred claim of the Bank Custodian against the Client, which may arise in the context of the present Agreement. This collateral extends to financial instruments resulting from corporate actions, such as share capital increases with free distribution of shares, share capital increases through the exercise of pre-emptive rights, etc. If the Client is a natural person, he establishes herein a pledge in favor of the Custodian, pursuant to the provisions of Articles 1209 et seq. of the Civil Code, on any sum or financial instrument that shall be deposited from time to time in the Accounts kept by the Custodian in security of any current, future or deferred claim on the part of the Custodian against the Client, which may arise in the context of the present Agreement. This collateral shall also extend to the financial instruments that will result from corporate actions, such as, for example, share capital increase through bonus shares, share capital increase by exercise of pre-emptive rights etc. In any case, the Client shall take every step to ensure that the said pledge and collateral against any third party shall remain in full force and effect. 6. The Custodian is entitled to make at any time it sees fit (and to this effect he is irrevocably authorized herein by the Client) any commitment or disclosure or entry or registration, as provided for by law, needed to finalize establishment of the said collateral. 7. Pledges and other collateral agreed to as above constitute the Custodian‘s ongoing security for any claim it may have against the Client pursuant to terms herein and the provisions of law and provide also the Custodian with the right of preferential satisfaction of such claims from the proceeds of any liquidation. 8. In the event of Client default in respect of the fulfilment of any of his obligations arising out of the present Agreement, the Custodian shall exercise any measure against the Client provided for under the law and under the present agreement, without notification, in order to recover any positive and consequential loss. For example, the Custodian shall have, among other things, the right: (a) to offset any amount in its possession that belongs to the Client to write off any claim against him the same resulting from clearing of the Client’s transactions performed using the funds of the Custodian; (b) to withhold financial instruments and cash of the Client in the possession of the Custodian; and (c) to sell the Client’s financial instruments in order to meet satisfy the CustodianBank’s claims against the Client, either in accordance with the specific provisions of the applicable legislation regarding forced sale and/or forced clearing, or freely, in accordance with the express and irrevocable authorization provided by the Client to the Custodian hereby. 9. The Custodian shall perform the Client’s instructions regarding the portfolio assets submitted to it by the Client and its liability is limited solely to the good performance of such instructions. The Custodian is liable only in the event of any direct loss on the part of the Client that is evidently due to fraud or gross negligence and under no circumstances shall its liability include indirect loss or loss of earnings of the Client or losses of third parties. It is agreed that the Client’s claim for compensation shall under no circumstances exceed the total value of the Client’s financial instruments held in custody with the Custodian. 10. Subject to the provisions regarding the selection of the third-party sub-custodian, the Custodian shall be liable only for instructions it gives to third parties (sub-custodians). The Custodian is not liable for any loss incurred to the Client by actions or omissions of any third-party substitutes that are beyond its sphere of responsibility. 11. The Custodian shall is not be liable for any loss incurred caused by Central Depositories, International Clearing HousesOrganizations, any operator administrator of the a system where any financial instruments are recordedregistered, whether a regulated market or a Multilateral Trading Facility, or persons whose intermediation mediation or participation is required by in accordance with the rules and the practices of the regulated market market, where any of the Client’s financial instruments of the Client are traded or of the Multilateral Trading Facility where the transactions take place are tradedcarried out. 12. The Custodian shall not be responsible for any events of force majeure and unforeseeable circumstances that may generate loss to the Client. The terms "Events of force majeure" majeure and "unforeseeable circumstances" circumstances include, inter alia, any unforeseeable event independent irrespective of the will intention of the contracting parties. Events of force majeure include, inter alia, war, natural disaster, earthquake, fire, flood, acts of terrorism, strikes and work stoppages, the breakdown or malfunction for whatever reason and cause of trading systems (regulated market or MTF or OTF), central settlement and clearing of transactions, power blackout, break in transmission or telecommunications, the actions of third persons or Authorities, amendments to the current legislative framework, etc. 13. In addition, the Custodian shall not be liable for any acts, omissions or delays on the part of any Authority or state corporation or corporations operating under assignment by the Authority, or on the part of issuers of financial instruments, or for violation of any contractual or legal obligations of the latter during the custody of financial instruments and the settlement of the Client’s transactions. 14. The Custodian shall not be liable against the Client for failure to perform an order or instruction or for not clearing and settling a transaction due to the failure of a seller or buyer of a financial instrument to deliver the financial instruments sold or to pay the price of the purchased financial instruments or in the event that forged or falsified securities of financial instruments are delivered. In any such eventcase, all relevant rights to compensation against the counterparty or any other party responsible or liable person will for compensation shall be exercised by the Client, whereas while the Custodian’s liability shall obligation will be restricted limited to the provision of necessary any assistance at any given required from time to time. 15. The Client is liable against the Custodian for any loss or damage incurred by the Custodian as a result of: - any breach by the Client of any obligations deriving from the Agreement or any of its declarations contained in this Agreement, - execution of orders or instructions of the Client, - the invalidity of any notification which the Custodian considered in good faith to be an instruction given by the Client or and by a person authorized by the Client to transmit instructions in accordance with this Agreement, as per the provisions hereof or an authentic original document, unless there is fraud or gross negligence or fraud on the part of the Custodian. 16. If a Client's instruction/order is not clearly stated or if the legal requirements are not met, the Client has no right to raise any claim against the Custodian for failing to implement it.

Clearing and Settlement Services. 1. The Custodian shall perform the clearing and settlement of the Client's Transactions. Accordingly, the Custodian: (a) with regard to securities of Financial Instruments held in tangible (physical) form, the Custodian will receive them and deliver them to the counterparties in the relevant markets or any intermediaries of the counterparties, (b) with regard to intangible (dematerialized) securities of the Financial Instruments, the Custodian shall take the necessary actions and make the entries required for the conveyance or transfer of such securities pursuant to the Client’s instructions; and (c) with regard to the funds (in cash) in respect of Transactions, the Custodian shall make the relevant collections and payments, with the entries being entered into the respective cash accounts. 2. The Custodian shall require the Client to provide any information deemed necessary or useful for the proper performance of its duties. The Client shall provide immediately to the Custodian any information required by the Custodian or that the Custodian deems necessary or useful for the proper performance of its duties. 3. The Custodian shall observe the terms of delivery versus payment (DvP) applicable from time to time. 4. The Client recognizes that, in order for the Custodian to undertake the clearing of derivatives transactions on the derivatives market of the Athens Exchange on the Client’s behalf, a clearing transfer agreement must have been drawn up beforehand by, on the one hand, the intermediaries designated each time by the Client for carrying out the Transactions and, on the other, the Custodian, as per current legislation and the regulations of the Athens Derivatives Exchange Clearing House (the “ATHEXClear”), which is signed by the Custodian with the Client. In any case, the Custodian shall have absolute discretion in each case to not go ahead with clearing of the transactions in the Dematerialized Securities System and the ATHEXClear, in the event that said transactions are not covered by the required safety margin or generally by sufficient funds, or do not comply with capital market legislation. 5. If the Client is a legal entity, he establishes herein collateral in favor favour of the Custodian in the form of a pledge under the provisions of Law 3301/2004, or otherwise a pledge, pursuant to the provisions of Articles 1209 et seq. of the Civil Code, on any sum of money or financial instrument that shall be deposited from time to time in the Custody Accounts kept by the Custodian in security of any current, future or deferred claim of the Bank Custodian against the Client, which may arise in the context of the present Agreement. This collateral extends to financial instruments resulting from corporate actions, such as share capital increases with free distribution of shares, share capital increases through the exercise of pre-emptive rights, etc. If the Client is a natural person, he establishes herein a pledge in favor favour of the Custodian, pursuant to the provisions of Articles 1209 et seq. of the Civil Code, on any sum or financial instrument that shall be deposited from time to time in the Accounts kept by the Custodian in security of any current, future or deferred claim on the part of the Custodian against the Client, which may arise in the context of the present Agreement. This collateral shall also extend to the financial instruments that will result from corporate actions, such as, for example, share capital increase through bonus shares, share capital increase by exercise of pre-emptive rights etc. In any case, the Client shall take every step to ensure that the said pledge and collateral against any third party shall remain in full force and effect. 6. The Custodian is entitled to make at any time it sees fit (and to this effect he is irrevocably authorized herein by the Client) any commitment or disclosure or entry or registration, as provided for by law, needed to finalize establishment of the said collateral. 7. Pledges and other collateral agreed to as above constitute the Custodian‘s ongoing security for any claim it may have against the Client pursuant to terms herein and the provisions of law and provide also the Custodian with the right of preferential satisfaction of such claims from the proceeds of any liquidation. 8. In the event of Client default in respect of the fulfilment of any of his obligations arising out of the present Agreement, the Custodian shall exercise any measure against the Client provided for under the law and under the present agreement, without notification, in order to recover any positive and consequential loss. For example, the Custodian shall have, among other things, the right: (a) to offset any amount in its possession that belongs to the Client to write off any claim against him resulting from clearing of the Client’s transactions performed using the funds of the Custodian; (c) to sell the Client’s financial instruments in order to meet the Custodian’s claims against the Client, either in accordance with the specific provisions of the applicable legislation regarding forced sale and/or forced clearing, or freely, in accordance with the express and irrevocable authorization provided by the Client to the Custodian hereby. 9. The Custodian shall perform the Client’s daily instructions regarding the portfolio assets submitted to it by the Client and its liability is limited solely to the good performance of such instructionsorders. The Custodian is liable only in the event of any direct loss on the part of the Client that is evidently due to fraud or gross negligence and under no circumstances shall its liability include indirect loss or loss of earnings of the Client or losses of third parties. It is agreed that the Client’s claim for compensation shall under no circumstances exceed the total value of the Client’s financial instruments held in custody with the Custodian. 10. Subject to the provisions regarding the selection of the third-party sub-custodian, the Custodian shall be liable only for instructions it gives to third parties (sub-custodians). The Custodian is not liable for any loss incurred to the Client by actions or omissions of any third-party substitutes that are beyond its sphere of responsibility. 11. The Custodian shall not be liable for any loss incurred by Central Depositories, International Clearing Houses, any operator of the system where financial instruments are recorded, whether a regulated market or a Multilateral Trading Facility, or persons whose intermediation or participation is required by the rules and the practices of the regulated market where the financial instruments of the Client or of the Multilateral Trading Facility where transactions take place are traded. 12. The Custodian shall not be responsible for any events of force majeure and unforeseeable circumstances that may generate loss to the Client. The terms "force majeure" and "unforeseeable circumstances" include, inter alia, any unforeseeable event independent of the will of the parties. Events of force majeure include, inter alia, war, natural disaster, earthquake, fire, flood, acts of terrorism, strikes and work stoppages, the breakdown or malfunction for whatever reason and cause of trading systems (regulated market or MTF or OTF), central settlement and clearing of transactions, power blackout, break in transmission or telecommunications, the actions of third persons or Authorities, amendments to the current legislative framework, etc. 13. In addition, the Custodian shall not be liable for any acts, omissions or delays on the part of any Authority or state corporation or corporations operating under assignment by the Authority, or on the part of issuers of financial instruments, or for violation of any contractual or legal obligations of the latter during the custody of financial instruments and the settlement of the Client’s transactions. 14. The Custodian shall not be liable against the Client for failure to perform an order or instruction or for not clearing and settling a transaction due to the failure of a seller or buyer of a financial instrument to deliver the financial instruments sold or to pay the price of the purchased financial instruments or in the event that forged or falsified securities of financial instruments are delivered. In any such event, all relevant rights to compensation against the counterparty or other liable person will be exercised by the Client, whereas the Custodian’s liability shall be restricted to the provision of necessary assistance at any given time. 15. The Client is liable against the Custodian for any loss or damage incurred by the Custodian as a result of: - any breach by the Client of any obligations deriving from the Agreement or any of its declarations contained in this Agreement, - execution of orders or instructions of the Client, - the invalidity of any notification which the Custodian considered in good faith to be an instruction given by the Client or a person authorized by the Client to transmit instructions in accordance with this Agreement, or an authentic document, unless there is gross negligence or fraud on the part of the Custodian. 16. If a Client's instruction/order is not clearly stated or if the legal requirements are not met, the Client has no right to raise any claim against the Custodian for failing to implement it.