Common use of Fund's Right to Proceed Clause in Contracts

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository System or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss loss, expense or damage. If the Custodian makes such the Fund whole for any such loss loss, expense or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each Nothing contained in this Section 5.05 shall be construed as an obligation of the Fund to enforce the Custodian's rights. The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund it in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent consent; and provided further, further that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's ’s election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's ’s consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's ’s enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent consent; and provided further, further that if such the Fund has not made an acknowledgment of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository System or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss loss, expense or damage. If the Custodian makes such the Fund whole for any such loss loss, expense or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each Nothing contained in this Section 5.05 shall be construed as an obligation of the Fund to enforce the Custodian's rights. The Fund agrees to reimburse the Custodian for all reasonable out-of-of- pocket expenses incurred by the Custodian on behalf of such Fund it in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund or a Subsidiary shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person for lossany liabilities, damage losses, damages, claims, costs and expenses caused the Fund or expense caused such Fund a Subsidiary by such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such lossliabilities, damage or expenselosses, damages, claims, costs and expenses, if and to the extent that such the Fund or a Subsidiary has not been made whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses. If the Custodian makes such the Fund or a Subsidiary whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person. Upon such the Fund's ’s or a Subsidiary’s election to enforce any rights of the Custodian under this Section 5.059.5, such the Fund or its Subsidiary shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such Fundthe Fund or its Subsidiary; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof 9.4(a) of this Agreement with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such the Fund or a Subsidiary without the Custodian's ’s consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's ’s or a Subsidiary’s enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.059.5; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianCustodian to exercise the standard of care set forth in Section 8 hereof.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such Fund's ’s election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's ’s consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's ’s enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-–of-–pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each a Fund or a Subsidiary shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person for lossany liabilities, damage losses, damages, claims, costs and expenses caused a Fund or expense caused such Fund a Subsidiary by such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such lossliabilities, damage or expenselosses, damages, claims, costs and expenses, if and to the extent that such a Fund or a Subsidiary has not been made whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses. If the Custodian makes such a Fund or a Subsidiary whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person. Upon such a Fund's ’s or a Subsidiary’s election to enforce any rights of the Custodian under this Section 5.059.6, such a Fund or its Subsidiary shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such Funda Fund or its Subsidiary; provided that, so long as such a Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof 9.4(a) of this Agreement with respect to such claim, such a Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such a Fund or a Subsidiary without the Custodian's ’s consent and provided further, that if such a Fund has not made an acknowledgment of its obligation to indemnify, such a Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each a Fund and take all actions reasonably requested by such a Fund in connection with such a Fund's ’s or a Subsidiary’s enforcement of any rights of the Custodian. Each The Company on behalf of its Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such a Fund in connection with the fulfillment of its obligations under this Section 5.059.6; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianCustodian to exercise the Standard of Care set forth in Section 8 hereof.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights right against any Subcustodiansubcustodians, Securities System, Eligible Securities Depository or other Person person for loss, damage or expense caused such the Fund by such Subcustodiansubcustodian, Securities System, Eligible Securities Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodiansubcustodian, Securities System, Eligible Securities Depository or other Personperson, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodiansubcustodian, Securities System, Eligible Securities Depository System or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.0513.4, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify fully the Custodian under Section 5.03 13.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.0513.4; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian. In no event shall the Custodian be liable for indirect, special or consequential damages.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund or Portfolio shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for any loss, damage or expense caused such Fund or Portfolio by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund or Portfolio has not been made whole for any such loss or damage. If the Custodian makes such Fund or Portfolio whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such Fund's or Portfolio's election to enforce any rights of the Custodian under this Section 5.055.04, such Fund or Portfolio shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such FundFund or Portfolio; provided that, so long as such Fund or Portfolio has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund or Portfolio shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund or Portfolio without the Custodian's consent and provided further, that if such Fund or Portfolio has not made an acknowledgment of its obligation to indemnify, such Fund or Portfolio shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund or Portfolio and take all actions reasonably requested by such Fund or Portfolio in connection with such FundFund or Portfolio's enforcement of any rights of the Custodian. Each Fund or Portfolio agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund or Portfolio in connection with the fulfillment of its obligations under this Section 5.055.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianCustodian to exercise the standard of care set forth in Section 5.01(a) hereof.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund or Portfolio shall have, at its election upon reasonable notice to the CustodianFund Accounting Agent, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the CustodianFund Accounting Agent's rights against any Subcustodian, Securities System, Eligible Securities Depository sub-contractor or other Person agent for any loss, damage or expense caused such Fund or Portfolio by such Subcustodian, Securities System, Eligible Securities Depository sub-contractor or other Personagent, and shall be entitled to enforce the rights of the Custodian Fund Accounting Agent with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository sub-contractor or other Person, agent which the Custodian Fund Accounting Agent may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund or Portfolio has not been made whole for any such loss or damage. If the Custodian Fund Accounting Agent makes such Fund or Portfolio whole for any such loss or damage, the Custodian Fund Accounting Agent shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository sub-contractor or other Personagent. Upon such Fund's or Portfolio's election to enforce any rights of the Custodian Fund Accounting Agent under this Section 5.053.04, such Fund or Portfolio shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian Fund Accounting Agent in respect of the loss, damage or expense incurred by such FundFund or Portfolio; provided that, so long as such Fund or Portfolio has acknowledged in writing its obligation to indemnify the Custodian Fund Accounting Agent under Section 5.03 3.03 hereof with respect to such claim, such Fund or Portfolio shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund or Portfolio without the CustodianFund Accounting Agent's consent and provided further, that if such Fund or Portfolio has not made an acknowledgment of its obligation to indemnify, such Fund or Portfolio shall not settle, compromise or terminate any such action or proceeding without the written consent of the CustodianFund Accounting Agent, which consent shall not be unreasonably withheld or delayed. The Custodian Fund Accounting Agent agrees to cooperate with each Fund or Portfolio and take all actions reasonably requested by such Fund or Portfolio in connection with such Fund's or Portfolio's enforcement of any rights of the CustodianFund Accounting Agent. Each Fund or Portfolio agrees to reimburse the Custodian Fund Accounting Agent for all reasonable out-of-pocket expenses incurred by the Custodian Fund Accounting Agent on behalf of such Fund or Portfolio in connection with the fulfillment of its obligations under this Section 5.053.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianFund Accounting Agent to exercise the standard of care set forth in Section 3.01(a) hereof.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's ’s election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such . Such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the such loss, damage or expense incurred by such Fund without the Custodian's ’s consent only if (i) such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 6.03 hereof with respect to such claim, (ii) such settlement, compromise and/or termination provides no admission of wrongdoing by the Custodian and provided further(iii) such settlement, that if compromise and/or termination does not subject the Custodian to any additional obligation, whether financial or otherwise. If such settlement, compromise and/or termination does not meet the requirements of (i), (ii) and (iii) above or such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's ’s enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or directly resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such the Fund's ’s election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's ’s consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's ’s enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-–of-–pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's ’s election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent ’s consent; and provided further, further that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's ’s enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository System or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss loss, expense or damage. If the Custodian makes such the Fund whole for any such loss loss, expense or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.written

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at as its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights right of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and consent, provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably reasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided thatPROVIDED THAT, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by to the extent that they arise out of or resulting from are attributable to the negligencefraud, misfeasance willful default, willful misconduct of, or misconduct breach of the Standard of Care by, the Custodian or its agents (including Subcustodians). Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the CustodianCustodial's consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, 39 44 damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense expense. caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's ’s election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's ’s consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's ’s enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository System or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss loss, expense or damage. If the Custodian makes such the Fund whole for any such loss loss, expense or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's ’s election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's ’s consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's ’s enforcement of any rights of the Custodian. Each Nothing contained in this Section 5.05 shall be construed as an obligation of the Fund to enforce the Custodian’s rights. The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund it in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the ----------------------- contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its -------- obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent consent; and provided further, further that if such the Fund has not -------- ------- made an acknowledgment acknowledgement of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or -------- resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund or a Subsidiary shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person for lossany liabilities, damage losses, damages, claims, costs and expenses caused the Fund or expense caused such Fund a Subsidiary by such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such lossliabilities, damage or expenselosses, damages, claims, costs and expenses, if and to the extent that such the Fund or a Subsidiary has not been made whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses. If the Custodian makes such the Fund or a Subsidiary whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person. Upon such the Fund's ’s or a Subsidiary’s election to enforce any rights of the Custodian under this Section 5.059.6, such the Fund or its Subsidiary shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such Fundthe Fund or its Subsidiary; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof 9.4(a) of this Agreement with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such the Fund or a Subsidiary without the Custodian's ’s consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's ’s or a Subsidiary’s enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.059.6; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianCustodian to exercise the Standard of Care set forth in Section 8 hereof.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository System or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss loss, expense or damage. If the Custodian makes such the Fund whole for any such loss loss, expense or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund Nothing contained in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement 5.05 shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct be construed as an obligation of the Custodian.Fund to enforce the

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; 5.05 provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any SubcustodianSubcustodian (and any Subcustodial Agents), Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such SubcustodianSubcustodian (or any Subcustodial Agents), Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSubcustodian (and/or any Subcustodial Agents), Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSubcustodian (and any Subcustodial Agents), Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by to the extent that they arise out of or resulting from are attributable to the negligencefraud, misfeasance willful default, willful misconduct of, or misconduct breach of the Standard of Care by, the Custodian or its agents (including Subcustodians and Subcustodial Agents) or covenants or obligations made or entered into on behalf of or imposed on the Trust or any Fund or Series pursuant to a power granted to a Subcustodian and/or its Subcustodial Agents under an Exhibit X POA, except with respect to Exhibit X covenants which are explicitly authorized in a Special Instrument of Authorization. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent. Section 6.05.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund or Portfolio shall have, at its election upon reasonable notice to the CustodianFund Accounting Agent, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the CustodianFund Accounting Agent's rights against any Subcustodiansub-contractor, Securities Systemagent, Eligible Securities Depository director, officer, employee, representative or other Person affiliate for any loss, damage or expense caused such Fund or Portfolio by such Subcustodiansub-contractor, Securities Systemagent, Eligible Securities Depository director, officer, employee, representative or other Personaffiliate, and shall be entitled to enforce the rights of the Custodian Fund Accounting Agent with respect to any claim against such Subcustodiansub-contractor, Securities Systemagent, Eligible Securities Depository director, officer, employee, representative or other Personaffiliate, which the Custodian Fund Accounting Agent may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund or Portfolio has not been made whole for any such loss or damage. If the Custodian Fund Accounting Agent makes such Fund or Portfolio whole for any such loss or damage, the Custodian Fund Accounting Agent shall retain the ability to enforce its rights directly against such Subcustodiansub-contractor, Securities Systemagent, Eligible Securities Depository director, officer, employee, representative or other Personaffiliate. Upon such Fund's or Portfolio's election to enforce any rights of the Custodian Fund Accounting Agent under this Section 5.053.04, such Fund or Portfolio shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian Fund Accounting Agent in respect of the loss, damage or expense incurred by such FundFund or Portfolio; provided that, so long as such Fund or Portfolio has acknowledged in writing its obligation to indemnify the Custodian Fund Accounting Agent under Section 5.03 3.03 hereof with respect to such claim, such Fund or Portfolio shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund or Portfolio without the CustodianFund Accounting Agent's consent and provided further, that if such Fund or Portfolio has not made an acknowledgment of its obligation to indemnify, such Fund or Portfolio shall not settle, compromise or terminate any such action or proceeding without the written consent of the CustodianFund Accounting Agent, which consent shall not be unreasonably withheld or delayed. The Custodian Fund Accounting Agent agrees to cooperate with each Fund or Portfolio and take all actions reasonably requested by such Fund or Portfolio in connection with such Fund's or Portfolio's enforcement of any rights of the CustodianFund Accounting Agent. Each Fund or Portfolio agrees to reimburse the Custodian Fund Accounting Agent for all reasonable out-of-pocket expenses incurred by the Custodian Fund Accounting Agent on behalf of such Fund or Portfolio in connection with the fulfillment of its obligations under this Section 5.053.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianFund Accounting Agent to exercise the standard of care set forth in Section 3.01(a) hereof.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Trust or a Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable lawApplicable Laws, the Custodian's ’s rights against any SubcustodianSub-Custodian, Securities SystemEligible Foreign Custodian, Eligible Securities Depository or other Person for loss, damage or expense caused such the Trust or a Fund by such SubcustodianSub-Custodian, Securities System, Eligible Foreign Custodian, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSub-Custodian, Securities System, Eligible Foreign Custodian, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that the Trust or such Fund has not been made whole for any such loss or damage. If the Custodian makes the Trust or such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSub-Custodian, Securities SystemEligible Foreign Custodian, Eligible Securities Depository or other Person. Upon such Fund's election to enforce any rights of Person and the Trust shall provide the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian with reasonable cooperation in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayedenforcement. The Custodian agrees to cooperate with the Trust and each Fund and take all actions reasonably requested by the Trust and such Fund in connection with the Trust or such Fund's enforcement of any rights of the Custodian. Each Fund The Trust agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Trust or a Fund in connection with the fulfillment of its obligations under this Section 5.0510.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian.. The Trust agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s prior written consent

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such . Such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the such loss, damage or expense incurred by such Fund without the Custodian's consent only if (i) such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 6.03 hereof with respect to such claim, (ii) such settlement, compromise and/or termination provides no admission of wrongdoing by the Custodian and provided further(iii) such settlement, that if compromise and/or termination does not subject the Custodian to any additional obligation, whether financial or otherwise. If such settlement, compromise and/or termination does not meet the requirements of (i), (ii) and (iii) above or such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or directly resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's ’s election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; : provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's ’s consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's ’s enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such Fund's ’s election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's ’s consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's ’s enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-—of-—pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any SubcustodianSubCustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such SubcustodianSubCustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSubCustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSubCustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent consent; and provided further, further that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.