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4. Bank's Obligations. Bank shall perform all of the duties and obligations required of a depository under
<br />applicable law with respect to collateralization of the funds of Depositor on deposit with Bank, including the duties
<br />and obligations required under the Governing Statutes. At the expiration of the term of this Agreement, Bank shall
<br />turn over to any successor depository designated by Depositor all funds held by Bank as depository. Bank will
<br />furnish to Depositor a monthly statement listing a description of the Collateral. The statement will specify the par
<br />value, market value, and maturity date of each component of the Collateral. Upon request, Bank shall provide to
<br />Depositor a copy of Bank's most recent publicly available quarterly or annual financial statement.
<br />5. Custodian's Obligations. (a) Custodian shall perform the duties and obligations required of
<br />Custodian hereunder, in accordance with the provisions of the Governing Statutes. Upon transfer by Custodian of
<br />Eligible Securities to the Collateral Account, including Eligible Securities substituted for other Collateral, Custodian
<br />shall promptly identify such Eligible Securities on its books and records as being Collateral held pursuant to this
<br />Agreement, and shall promptly -issue and deliver to each of Bank and Depositor a duplicate receipt for such
<br />Collateral. For the avoidance of doubt, it is understood and agreed that such receipts may be combined to identify
<br />more than one transaction on any one business day and Custodian shall not be required to issue more than one
<br />such receipt to Bank and Depositor on any business day. Bank and Depositor agree that they shall promptly
<br />review all receipts delivered to them by Custodian and shall promptly advise Custodian of any error, omission or
<br />inaccuracy in such receipts. In the event that Custodian receives such an advice, Custodian shall promptly
<br />undertake to correct any errors, failures or omissions, provided that Custodian determines in its sole discretion that
<br />such error, failure or omission actually occurred and shall notify Bank and Depositor of its action concerning each
<br />such error, failure, or omission.
<br />(b) Depositor agrees that, with respect to all securities held in the Collateral Account. Custodian by
<br />itself, or through the use of the appropriate Securities Depository, shall, unless otherwise instructed to the contrary
<br />by Bank or as provided in Section 7 hereof: (i) collect all payments reflecting interest and principal on the securities
<br />in the Collateral Account; (ii) forward to Bank copies of all information or documents that it may receive from an
<br />issuer of securities which, in the opinion of Custodian, is intended for the beneficial owner of the securities
<br />including, without limitation all proxies and other authorizations properly executed and all proxy statements, notices
<br />and reports; (iii) execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates
<br />under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (iv) hold
<br />directly, or through the Book Entry System or Depository, all rights issued with respect to any securities held by
<br />Custodian hereunder; and (v) upon receipt of written instructions from Bank, Custodian will exchange securities
<br />held hereunder for other securities and /or cash in connection with (A) any conversion privilege, reorganization,
<br />recapitalization, redemption in kind, consolidation, tender offer or exchange offer, or (B) any exercise, subscription,
<br />purchase or other similar rights; provided, however, such exchanged securities shall continue to be held by
<br />Custodian hereunder for the benefit of Depositor if such exchanged securities constitute Collateral. Upon receipt of
<br />payments reflecting principal and interest or dividends on the securities in the Collateral Account, Custodian shall
<br />transfer to Bank such principal and interest or dividend payments (either by credit to Bank's custody account at
<br />Custodian or otherwise).
<br />(c) Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its
<br />action or omission to act or otherwise, except for any loss or damage arising out of its own negligence or willful
<br />misconduct, and shall have no obligation hereunder for any loss or damage, including counsel fees, which are
<br />sustained or incurred by reason of any action or inaction by any Securities Depository, provided, however, that
<br />such loss or damage is not caused by the negligence or willful misconduct of Custodian. In no event shall
<br />Custodian be liable to Depositor, Bank or any third party for special, indirect or consequential damages, or lost
<br />profits or loss of business, arising in connection with this Agreement. Bank agrees to indemnify Custodian and to
<br />hold it harmless against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and
<br />expenses of counsel, which Custodian may sustain or incur with respect to any third party claim or which may be
<br />asserted by a third party against Custodian by reason of or as a result of any action taken or omitted by Custodian
<br />in connection with operating under this Agreement, except those costs, expenses, damages, liabilities or claims
<br />arising out of the negligence or willful misconduct of Custodian or any of its employees or duly appointed agents.
<br />This indemnity shall be a continuing obligation of Bank notwithstanding the termination of this Agreement.
<br />(d) Custodian may, with respect to questions of law specifically regarding the Collateral Account,
<br />obtain the advice of reputable legal counsel and shall be fully protected with respect to anything done or omitted by
<br />it reasonably and in good faith and without negligence, willful misconduct, bad faith or fraud in conformity with such
<br />advice, provided, however, that nothing contained in this paragraph (d) shall be deemed to relieve Custodian of any
<br />of its obligations pursuant to any other provision of this Agreement.
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