Common use of Responsibility For Use Clause in Contracts

Responsibility For Use. (a) The Company alone will be responsible for furnishing, or arranging for a third party to furnish, all data and information required by the Documentation and the specifications therein for the Licensed System to function and perform in accordance with the Documentation, other than the data and information residing in the Licensed System in connection with BNYM’s performance of the Core Services. BNYM shall have no liability or responsibility for any Loss caused in whole or in part by the Company’s or a Permitted User’s exercise of the Licensed Rights or use of the Licensed System or by data or information of any nature inputted into the Licensed System by or under the direction or authorization of Company or a Permitted User; provided, however, this Section 2.5 shall not relieve BNYM of its obligation to act in accordance with its obligations under the Main Agreement. Company shall be responsible and solely liable for the cost or expense of regenerating any output or other remedial action if the Company, a Permitted User or an agent of either shall have failed to transmit properly and in the correct format any data or information, shall have transmitted erroneous or incorrect information or data, or shall have failed to timely verify or reconcile any such data or information when it is generated by the Licensed System (“Data Faults”). Any such costs shall be mutually agreed by the parties in writing; provided, however, if BNYM reasonably determines such remediation is immediately and reasonably required to avoid adverse consequences to the BNYM System or its performance of the Services, then it shall be entitled to reasonable compensation without such writing upon reasonable documentation of such costs.

Responsibility For Use. Confidential And Proprietary Execution Version (a) Each Investment Company hereby warrants, represents and agrees that (i) it consents to and authorizes the Company to agree to the applicable terms of this Schedule D on behalf of the Investment Companies where so provided, to grant the rights provided for herein to BNYM with respect to the rights and property of the Investment Companies and to act on all matters for the Investment Companies to the extent action by the Investment Companies is contemplated by applicable Documentation. (b) The Company alone will be responsible for furnishing, or arranging for a third party to furnish, all data and information information, including the Company Data, required by the Documentation and the specifications therein for the Licensed System to function and perform in accordance with the Documentation, other than the data and information residing in the Licensed System in connection with BNYM’s performance of the Core Services. BNYM shall have no liability or responsibility for any Loss caused in whole or in part by the Company’s or a Permitted User’s exercise of the Licensed Rights or use of the Licensed System or by data or information of any nature inputted into the Licensed System by or under the direction or authorization of Company or a Permitted User; provided, however, this Section 2.5 shall not relieve BNYM of its obligation to act in accordance with its obligations under the Standard Of Care with respect to the services described in Section 3 of the Main AgreementAgreement or of its obligation to support and maintain the Licensed System. Under this Agreement each Investment Company shall be responsible and solely liable for the cost or expense of regenerating any output or other remedial action if the Company, a Permitted User or an agent of either shall have failed to transmit properly and in the correct format any data or information, shall have transmitted erroneous or incorrect information or data, or shall have failed to timely verify or reconcile any such data or information when it is generated by the Licensed System (“Data Faults”). Any such costs (For the avoidance of doubt, nothing herein is intended to, or shall be mutually agreed by read to, limit the parties in writing; provided, however, if BNYM reasonably determines such remediation is immediately and reasonably required to avoid adverse consequences remedies available to the BNYM Investment Companies pursuant to any other agreements or arrangements for any such failures.) (c) Company warrants that the data transmitted to the Licensed System by or under the direction or authorization of Company or Permitted Users will not disrupt, disable, harm, or otherwise impede in any manner the operation of the Licensed System or its performance of the Servicesany associated software, then it shall be entitled to reasonable compensation without such writing upon reasonable documentation of such costsfirmware, hardware, or BNYM computer system or network.

Responsibility For Use. (a) Each Investment Company hereby warrants, represents and agrees that (i) it consents to and authorizes the Company to agree to the applicable terms of this Schedule D on behalf of the Investment Companies where so provided, to grant the rights provided for herein to BNYM with respect to the rights and property of the Investment Companies and to act on all matters for the Investment Companies to the extent action by the Investment Companies is contemplated by applicable Documentation. (b) The Company alone will be responsible for furnishing, or arranging for a third party to furnish, all data and information information, including the Company Data, required by the Documentation and the specifications therein for the Licensed System to function and perform in accordance with the Documentation, other than the data and information residing in the Licensed System in connection with BNYM’s performance of the Core Services. BNYM shall have no liability or responsibility for any Loss caused in whole or in part by the Company’s or a Permitted User’s exercise of the Licensed Rights or use of the Licensed System or by data or information of any nature inputted into the Licensed System by or under the direction or authorization of Company or a Permitted User; provided, however, this Section 2.5 shall not relieve BNYM of its obligation to act in accordance with its obligations under the Standard Of Care with respect to the services described in Section 3 of the Main AgreementAgreement or of its obligation to support and maintain the Licensed System. Under this Agreement each Investment Company shall be responsible and solely liable for the cost or expense of regenerating any output or other remedial action if the Company, a Permitted User or an agent of either shall have failed to transmit properly and in the correct format any data or information, shall have transmitted erroneous or incorrect information or data, or shall have failed to timely verify or reconcile any such data or information when it is generated by the Licensed System (“Data Faults”). Any such costs (For the avoidance of doubt, nothing herein is intended to, or shall be mutually agreed by read to, limit the parties in writing; provided, however, if BNYM reasonably determines such remediation is immediately and reasonably required to avoid adverse consequences remedies available to the BNYM Investment Companies pursuant to any other agreements or arrangements for any such failures.) (c) Company warrants that the data transmitted to the Licensed System by or under the direction or authorization of Company or Permitted Users will not disrupt, disable, harm, or otherwise impede in any manner the operation of the Licensed System or its performance of the Servicesany associated software, then it shall be entitled to reasonable compensation without such writing upon reasonable documentation of such costsfirmware, hardware, or BNYM computer system or network.

Responsibility For Use. (a) The Company alone will be responsible for furnishing, or arranging for a third party to furnish, all data and information required by the Documentation and the specifications therein for the Licensed System to function and perform in accordance with the Documentation, other than the data and information residing in the Licensed System in connection with BNYM’s performance of the Core Services. BNYM shall have no liability or responsibility for any Loss caused in whole or in part by the Company’s or a Permitted User’s exercise of the Licensed Rights or use of the Licensed System or by data or information of any nature inputted into the Licensed System by or under the direction or authorization of Company or a Permitted User; provided, however, this Section 2.5 shall not relieve BNYM of its obligation to act in accordance with its obligations under the Main Agreement. Company shall be responsible and solely liable for the reasonable cost or expense of regenerating any output or other remedial action if the Company, a Permitted User or an agent of either shall have failed to transmit properly and in the correct format any data or information, shall have transmitted erroneous or incorrect information or data, or shall have failed to timely verify or reconcile any such data or information when it is generated by the Licensed System (“Data Faults”). Any such costs shall be mutually agreed by . (b) Company warrants that the parties in writing; provided, however, if BNYM reasonably determines such remediation is immediately and reasonably required to avoid adverse consequences data transmitted to the BNYM Licensed System by or under the direction or authorization of Company or Permitted Users will not disrupt, disable, harm, or otherwise impede in any manner the operation of the Licensed System or its performance of the Servicesany associated software, then it shall be entitled to reasonable compensation without such writing upon reasonable documentation of such costsfirmware, hardware, or BNYM computer system or network.

Responsibility For Use. (a) The Company alone will be responsible for furnishing, or arranging for a third party to furnish, all data and information required by the Documentation and the specifications therein for the Licensed System to function and perform in accordance with the Documentation, other than the data and information residing in the Licensed System in connection with BNYMBNY’s performance of the Core Services. BNYM BNY shall have no liability or responsibility for any Loss caused in whole or in part by the Company’s or a Permitted an Authorized User’s exercise of the Licensed Rights or use of the Licensed System or by data or information of any nature inputted into the Licensed System by or under the direction or authorization of Company or a Permitted an Authorized User; provided, however, this Section 2.5 shall not relieve BNYM BNY of its obligation to act in accordance with its obligations under the Main AgreementAgreement including with respect to the confidentiality and security of Company Data and other Company Confidential Information. Company shall be responsible and solely liable for the cost or expense of regenerating any output or other remedial action if the Company, a Permitted an Authorized User or an agent of either shall have failed to transmit properly and in the correct format any data or information, shall have transmitted erroneous or incorrect information or data, or shall have failed to timely verify or reconcile any such data or information when it is generated by the Licensed System (“Data Faults”). Any such costs shall be mutually agreed by . (b) Company warrants that the parties in writing; provided, however, if BNYM reasonably determines such remediation is immediately and reasonably required to avoid adverse consequences data transmitted to the BNYM Licensed System by or under the direction or authorization of Company or Authorized Users will not disrupt, disable, harm, or otherwise impede in any manner the operation of the Licensed System or its performance of the Servicesany associated software, then it shall be entitled to reasonable compensation without such writing upon reasonable documentation of such costsfirmware, hardware, or BNY computer system or network.

Responsibility For Use. (a) The Company alone will be responsible for furnishing, or arranging for a third party to furnish, all data and information required by the Documentation and the specifications therein for the Licensed System to function and perform in accordance with the Documentation, other than the data and information residing in the Licensed System in connection with BNYM’s BNY's performance of the Core Services. BNYM BNY shall have no liability or responsibility for any Loss caused in whole or in part by the Company’s 's or a Permitted an Authorized User’s 's exercise of the Licensed Rights or use of the Licensed System or by data or information of any nature inputted into the Licensed System by or under the direction or authorization of Company or a Permitted an Authorized User; provided, however, this Section 2.5 shall not relieve BNYM BNY of its obligation to act in accordance with its obligations under the Main AgreementAgreement including with respect to the confidentiality and security of Company Data and other Company Confidential Information. Company shall be responsible and solely liable for the cost or expense of regenerating any output or other remedial action if the Company, a Permitted an Authorized User or an agent of either shall have failed to transmit properly and in the correct format any data or information, shall have transmitted erroneous or incorrect information or data, or shall have failed to timely verify or reconcile any such data or information when it is generated by the Licensed System (“"Data Faults”"). Any such costs shall be mutually agreed by . (b) Company warrants that the parties in writing; provided, however, if BNYM reasonably determines such remediation is immediately and reasonably required to avoid adverse consequences data transmitted to the BNYM Licensed System by or under the direction or authorization of Company or Authorized Users will not disrupt, disable, harm, or otherwise impede in any manner the operation of the Licensed System or its performance of the Servicesany associated software, then it shall be entitled to reasonable compensation without such writing upon reasonable documentation of such costsfirmware, hardware, or BNY computer system or network.