Exculpation of the Custodian. (a) The Custodian will have no responsibility or liability for (i) determining the adequacy of the Collateral, (ii) making or verifying any calculations related to any Collateral requirements, (iii) the effect of foreign law with respect to any Collateral issued, or for which the issuer’s jurisdiction is, outside of the United States or that is maintained with a foreign clearing corporation or a foreign depositary bank, (iv) the effect of foreign law with respect to any insolvency proceeding of Party B in which the insolvency tribunal is located outside of the United States or (v) the creation, attachment, perfection or priority of any security interest in favor of Party A or the adequacy of the remedies of Party A to enforce any security interest.
Exculpation of the Custodian. (a) The Custodian will have no responsibility or liability for (i) determining the adequacy of the Collateral, (ii) making or verifying any calculations related to any Collateral requirements, (iii) the effect of foreign law with respect to any Collateral issued, or for which the issuer’s jurisdiction is, outside of the United States or that is maintained with a foreign clearing corporation or a foreign depositary bank, (iv) the effect of foreign law with respect to any insolvency proceeding of the Borrower in which the insolvency tribunal is located outside of the United States or (v) otherwise the creation, attachment, perfection or priority of any security interest in favor of the Agent or the adequacy of the remedies of the Agent to enforce any security interest.
Exculpation of the Custodian. (a) In carrying out the provisions of this Agreement, the Custodian shall act in good faith and without negligence and shall be held to the exercise of reasonable care. The Custodian will be responsible for the performance of only such duties that are expressly set forth in this Agreement, as those duties are carried out in accordance with what the Custodian reasonably believes to be local market practice or otherwise in accordance with its operating policies and procedures. Except as explicitly set forth in this Agreement, the Custodian will have no responsibility for the acts or omissions or any other person, including, without limitation, third-parties. The Custodian will not engage any domestic or foreign subcustodians in connection with the performance of its services or duties under this Agreement. In carrying out its duties hereunder, the Custodian will be entitled to rely on, and may act upon, advice of counsel (who may be counsel for the Customer) on all matters, and will be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to the advice.
Exculpation of the Custodian
