Common use of Appointment of Sub-Custodian Clause in Contracts

Appointment of Sub-Custodian. (a) The Escrow Agent may from time to time delegate to any Sub-Custodian any of the Escrow Agent's duties under this Agreement, including (without limitation) the safekeeping of the CopyTele Shares and the Pledged GDRs, only upon the prior written consent of CopyTele Sub and Mars. CopyTele Sub and Mars acknowledge that any Sub-Custodian may appoint an agent to perform any of its duties. Each such Sub-Custodian and agent shall hold the CopyTele Shares and the Pledged GDRs subject to all of the same terms and conditions of this Agreement as apply to the Escrow Agent hereunder, and shall have the same rights, duties, obligations and liabilities as the Escrow Agent and shall provide to CopyTele Sub and Mars confirmation thereof in writing upon request. Holdings of CopyTele Shares and the Videocon GDRs by Sub-Custodians and agents will be subject to English Laws provided always that each Sub-Custodian and agent will not permit withdrawal of CopyTele Shares and Videocon GDRs from the accounts maintained by it otherwise than as mentioned in this Agreement. (b) Any Sub-Custodian appointed hereunder shall be entitled to hold the Securities in an omnibus account in the name of the Escrow Agent. Such omnibus account may contain (to the extent permitted by any applicable law, regulation and market practice) any other assets held by the Sub-Custodian on behalf of the Escrow Agent (irrespective of the ultimate beneficiary). The Sub-Custodian shall ensure that the Securities shall be identified within the omnibus account and segregated from other assets contained therein by identifying in its books that the Securities are held for the account of the Escrow Agent on behalf of Mars and CopyTele Suband are being held subject to this Agreement. (c) In the event that it is no longer possible for the Escrow Agent to hold any Securities deposited in the Escrow Agent's Clearing Account, the Escrow Agent shall take all reasonable steps to procure the delivery to it of such Securities in definitive form and shall continue to hold such Securities in the Escrow Account, segregated from any other securities which the Escrow Agent may also hold, in accordance with the provisions of this Agreement. Upon receipt by the Escrow Agent of any Securities in definitive form, the Escrow Agent shall promptly notify Mars and CopyTele Sub. (d) The Escrow Agent may hold any document of title or document evidencing title to the Securities: (a) in the Escrow Agent's physical possession; (b) with a Sub-Custodian; or (c) in accordance with Mars and CopyTele Sub'sjoint Instruction. CopyTele Sub and Mars hereby acknowledge that where (c) applies, such documents shall beso held at their own risk.

Appointment of Sub-Custodian. (a) The Escrow Agent may from time to time delegate to Notwithstanding any Sub-Custodian other provisions of this Agreement, all or any of the Escrow AgentAssets may be held in Custodian's duties own custody or in the custody of one or more other banks or trust companies acting as sub-custodians as may be selected by Custodian. Any such sub-custodian must have the qualifications required for a custodian under this Agreement, including (without limitation) the safekeeping 1940 Act. The sub-custodian may participate directly or indirectly pursuant to the approval of the CopyTele Shares and Board in the Pledged GDRsDepository Trust Company, only upon any other depository approved by Fund, or the prior written consent Treasury/Federal Reserve Book Entry System (as such entity is defined at 17 CFR Sec. 270.17f-4(b)). Neither Custodian nor sub-custodian will be entitled to reimbursement by Fund for any fees or expenses of CopyTele Sub and Marsany sub-custodian. CopyTele Sub and Mars acknowledge that The appointment of a sub-custodian will not relieve Custodian of any Sub-of its obligations hereunder. Custodian may appoint an agent to perform any of its duties. Each such Subas sub-Custodian and agent shall hold the CopyTele Shares and the Pledged GDRs subject to all of the same terms and conditions of this Agreement as apply to the Escrow Agent hereunder, and shall have the same rights, duties, obligations and liabilities as the Escrow Agent and shall provide to CopyTele Sub and Mars confirmation thereof in writing upon request. Holdings of CopyTele Shares and the Videocon GDRs by Sub-Custodians and agents will be subject to English Laws provided always that each Sub-Custodian and agent will not permit withdrawal of CopyTele Shares and Videocon GDRs from the accounts maintained by it otherwise than as mentioned in this Agreement. (b) Any Sub-Custodian appointed hereunder shall be entitled to hold the Securities in an omnibus account in the name of the Escrow Agent. Such omnibus account may contain (to the extent permitted by any applicable law, regulation and market practice) any other assets held by the Sub-Custodian custodian for Fund's foreign securities on behalf of the Escrow Agent (irrespective of applicable Portfolio(s) the ultimate beneficiary). The Sub-Custodian shall ensure that the Securities shall be identified within the omnibus account foreign banking institutions and segregated from other assets contained therein by identifying foreign securities depositories designated in its books that the Securities are held for the account of the Escrow Agent on behalf of Mars Exhibits C and CopyTele Suband are being held subject to this Agreement. (c) In the event that it is no longer possible for the Escrow Agent to hold any Securities deposited in the Escrow Agent's Clearing AccountD hereto, the Escrow Agent shall take all reasonable steps to procure the delivery to it of such Securities in definitive form and shall continue to hold such Securities in the Escrow Account, segregated from any other securities which the Escrow Agent may also hold, but only in accordance with the applicable provisions of Sections III and IV. Custodian shall have no more or less responsibility or liability to Fund on account of any actions or omissions of any sub-custodian so appointed than any such sub-custodian has to Custodian. Custodian shall furnish annually to Fund upon request, information concerning any sub-custodian and any foreign sub-custodians employed by Custodian. Such information shall be similar in kind and scope to that furnished to Fund in connection with the initial approval of this Agreement. Upon receipt by the Escrow Agent of any Securities in definitive formIn addition, the Escrow Agent shall Custodian will promptly notify Mars and CopyTele Sub. (d) The Escrow Agent may hold any document of title or document evidencing title to the Securities: (a) inform Fund in the Escrow Agent's physical possession; event that Custodian learns of a material adverse change in the financial condition of a sub-custodian or foreign sub-custodian or is notified by a foreign banking institution employed as a foreign sub-custodian that there appears to be a substantial likelihood that its shareholders' equity will decline below $200 million (bU.S. dollars or the equivalent thereof) with a Sub-Custodian; or or that its shareholders' equity has declined below $200 million (c) in each case computed in accordance with Mars and CopyTele Sub'sjoint Instruction. CopyTele Sub and Mars hereby acknowledge that where (c) applies, such documents shall beso held at their own riskgenerally accepted U.S. accounting principals).