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<br />NOTWITHSTANDING, CUSTODIAN SHALL NOT BE LIABLE FOR ANY LOSS, EXPENSE, DAMAGE, LIABILITY OR
<br />CLAIM SUFFERED OR INCURRED BY CUSTOMER, ITS AGENT(S) OR ANY OTHER PERSON AS A RESULT OF USE OF,
<br />OR RELIANCE UPON, ANY TOOLS BY CUSTOMER, ITS AGENT(S) OR ANY OTHER PERSON.
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<br />ARTICLE IV
<br />PURCHASE AND SALE OF U,S. SECURITIES;
<br />CREDITS TO ACCOUNT
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<br />I. Promptly after each purchase or sale of U.S. Securities by Customer, an Authorized Person shall deliver to Custodian
<br />Written Instructions specifying all infonnation necessary for Custodian to settle such purchase or sale. Custodian shall account for all
<br />purchases and sales of U.S. Securities on the actual settlement date unless otherwise agreed by Custodian.
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<br />2. Customer understands that when Custodian is instructed to deliver U.S. Securities against payment, delivery of such
<br />U.S. Securities and receipt of payment therefor may not be completed simultaneously. Customer assumes full responsibility for all
<br />credit risks involved in connection with Custodian's delivery of U.S. Securities pursuant to instructions of Customer.
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<br />3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with Customer, credit the Account
<br />with the proceeds from the sale, redemption or other disposition of U.S. Securities or interest, dividends or other distributions payable
<br />on U.S. Securities prior to its actual receipt of fmal payment therefor. All such credits shall be conditional until Custodian's actual
<br />receipt of fmal payment and may be reversed by Custodian to the extent that fmal payment is not received. Payment with respect to a
<br />transaction will not be "fmal" until Custodian shall have received innnediately available funds which under applicable law or rule are
<br />irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such
<br />transaction.
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<br />ARTICLE V
<br />OVERDRAFTS OR INDEBTEDNESS
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<br />If Custodian in its sole discretion advances funds to Customer or there shall arise for whatever reason an overdraft in the
<br />Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions or funds
<br />transfers) or if Customer is for any other reason indebted to Custodian, Customer agrees to repay Custodian on demand the amount of
<br />the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody
<br />customers. In order to secure repayment of Customer's obligations to Custodian hereunder, Customer hereby agrees that Custodian
<br />shall have a continuing lien and security interest in, and right of set-off against, all U.S. Securities, money and other property now or
<br />hereafter held in the Account (including proceeds thereof), and any other property at any time held by it for the account of Customer.
<br />In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee under common law and a secured party under the
<br />New York Uniform Commercial Code and any other applicable laws, rules or regulations as then in effect.
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<br />ARTICLE VI
<br />CONCERNING CUSTODIAN
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<br />I. (a) Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages,
<br />liabilities or claims including attorneys' Md accountants' fees (collectively, "Losses") incurred by or asserted against Customer, except
<br />those Losses arising out of the negligence or wilful misconduct of Custodian. Custodian shall have no obligation hereunder for Losses
<br />which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or issuer of Securities.
<br />In no event shall Custodian be liable to Customer or any third party for special, indirect or consequential damages, or lost profits or
<br />loss of business, arising in connection with this Agreement.
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<br />(b) Customer agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained
<br />or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian's
<br />performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by
<br />Customer; provided, that Customer shall not indemnify Custodian for those Losses arising out of Custodian's negligence or wilful
<br />misconduct. This indemnity shall be a continuing obligation of Customer, its successors and assigns, notwithstanding the termination
<br />ofthis Agreement.
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<br />2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not
<br />be liable for, any losses incurred by Customer or any other person as a result of the receipt or acceptance of fraudulent, forged or
<br />invalid U.S. Securities, or U.S. Securities which are otherwise not freely transferable or deliverable without encumbrance.
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