Common use of OVERDRAFTS OR INDEBTEDNESS Clause in Contracts

OVERDRAFTS OR INDEBTEDNESS. 1. If Custodian in its sole discretion advances funds in any currency hereunder or there shall arise for whatever reason an overdraft in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if Customer is for any other reason indebted to Custodian under this Agreement, Customer agrees to repay Custodian on demand the amount of the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody customers in the relevant currency. 2. In order to secure repayment of Customer's obligations to Custodian hereunder, Customer hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Customer's right, title and interest in and to the Accounts and the Securities, money and other property now or hereafter held in the Accounts (including proceeds thereof), and any other property at any time held by it for the account of Customer pursuant to this Agreement. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. 3. In no event shall Custodian or any of its affiliates, as applicable, have recourse, whether by set-off or otherwise, with respect to any amounts owed or liabilities incurred by Customer under or in connection with this Agreement, to or against (x) any assets of any person or entity (including, without limitation, any person or entity whose account is under the management of the manager of Customer (the “Manager”) other than Customer or (y) any assets of any affiliate of Customer or of the Manager or any affiliate of the Manager.

OVERDRAFTS OR INDEBTEDNESS. 1. If Custodian in its sole discretion advances funds in any currency hereunder or there shall arise for whatever reason an overdraft in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if a Customer is for any other reason indebted to Custodian under this AgreementCustodian, Customer the Trust, on behalf of each Customer, agrees to repay Custodian on demand the amount of the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody customers in the relevant currency. 2. In order to secure repayment of each separate Customer's ’s obligations to Custodian hereunder, Customer the Trust, on behalf of each such Customer, hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of such Customer's ’s right, title and interest in and to the Accounts and the Securities, money and other property now or hereafter held in the Accounts (including proceeds thereof), and any other property at any time held by it for the account of each respective Customer pursuant to this Agreement. and not any other series of the Trust listed on Schedule A. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. 3. In no event shall Custodian or any of its affiliates, as applicable, have recourse, whether by set-off or otherwise, with respect to any amounts owed or liabilities incurred by Customer under or in connection with this Agreement, to or against (x) any assets of any person or entity (including, without limitation, any person or entity whose account is under the management of the manager of Customer (the “Manager”) other than Customer or (y) any assets of any affiliate of Customer or of the Manager or any affiliate of the Manager.

OVERDRAFTS OR INDEBTEDNESS. 1. If Custodian in its sole discretion advances funds in any currency hereunder or there shall arise for whatever reason an overdraft in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if Customer is for any other reason indebted to Custodian under this AgreementCustodian, Customer agrees to repay Custodian on demand the amount of the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody customers in the relevant currency. 2. In order to secure repayment of Customer's obligations to Custodian hereunder, Customer the Trust, on behalf of each such Customer, hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Customer's right, title and interest in and to the Accounts and the Securities, money and other property now or hereafter held in the Accounts (including proceeds thereof), and any other property at any time held by it for the account of each respective Customer pursuant to this Agreementand not any other series of the Trust. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. 3. In no event shall Custodian or any of its affiliates, as applicable, have recourse, whether by set-off or otherwise, with respect to any amounts owed or liabilities incurred by Customer under or in connection with this Agreement, to or against (x) any assets of any person or entity (including, without limitation, any person or entity whose account is under the management of the manager of Customer (the “Manager”) other than Customer or (y) any assets of any affiliate of Customer or of the Manager or any affiliate of the Manager.

OVERDRAFTS OR INDEBTEDNESS. 1. If Custodian in its sole discretion advances funds in any currency hereunder or there shall arise for whatever reason an overdraft in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if Customer is for any other reason indebted to Custodian under this AgreementCustodian, Customer agrees to repay Custodian on demand the amount of the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody customers in the relevant currency. 2. In order to secure repayment of Customer's ’s obligations to Custodian hereunder, Customer hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Customer's ’s right, title and interest in and to the Accounts and the Securities, money and other property now or hereafter held in the Accounts (including proceeds thereof), and any other property at any time held by it for the account of Customer pursuant to this AgreementCustomer. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. 3. In no event shall Custodian or has the right to debit any of its affiliates, as applicable, have recourse, whether by set-off or otherwise, with respect to cash account for any amounts owed or liabilities incurred amount payable by Customer under or in connection with this Agreementany and all obligations of Customer to Custodian, whether or not relating to or arising under these Global Custody Terms and Conditions. In addition to the rights of Custodian under applicable law and other agreements, at any time when Customer shall not have honored any and all of its obligations to Custodian, Custodian shall have the right without notice to Customer to retain or set-off, against (x) any assets such obligations of any person or entity (including, without limitationCustomer, any person Securities or entity whose cash Custodian or a BNYM Affiliate may directly or indirectly hold for the account is under of Customer, and any obligations (whether matured or unmatured) that Custodian or a BNYM Affiliate may have to Customer in any currency. Any such asset of, or obligation to, Customer may be transferred to Custodian and any BNYM Affiliate in order to effect the management of the manager of Customer (the “Manager”) other than Customer or (y) any assets of any affiliate of Customer or of the Manager or any affiliate of the Managerabove rights.

OVERDRAFTS OR INDEBTEDNESS. 1. If Custodian in its sole discretion advances funds in any currency hereunder or there shall arise for whatever reason an overdraft in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if Customer is for any other reason indebted to Custodian under this AgreementCustodian, Customer agrees to repay Custodian on demand the amount of the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody customers in the relevant currency. 2. In order to secure repayment of Customer's obligations to Custodian hereunder, Customer hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Customer's right, title and interest in and to the Accounts and the Securities, money and other property now or hereafter held in the Accounts (including proceeds thereof), and any other property at any time held by it for the account of Customer pursuant to this AgreementCustomer. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. 3. In no event shall Custodian or has the right to debit any of its affiliates, as applicable, have recourse, whether by set-off or otherwise, with respect to cash account for any amounts owed or liabilities incurred amount payable by Customer under or in connection with this Agreementany and all obligations of Customer to Custodian, whether or not relating to or arising under these Global Custody Terms and Conditions. In addition to the rights of Custodian under applicable law and other agreements, at any time when Customer shall not have honored any and all of its obligations to Custodian, Custodian shall have the right without notice to Customer to retain or set-off, against (x) any assets such obligations of any person or entity (including, without limitationCustomer, any person Securities or entity whose cash Custodian or a [●] Affiliate may directly or indirectly hold for the account is under of Customer, and any obligations (whether matured or unmatured) that Custodian or a [●] Affiliate may have to Customer in any currency. Any such asset of, or obligation to, Customer may be transferred to Custodian and any [●] Affiliate in order to effect the management of the manager of Customer (the “Manager”) other than Customer or (y) any assets of any affiliate of Customer or of the Manager or any affiliate of the Managerabove rights.

OVERDRAFTS OR INDEBTEDNESS. 1. If Custodian in its sole discretion advances funds in any currency hereunder or there shall arise for whatever reason an overdraft in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if Customer is for any other reason indebted to Custodian under this AgreementCustodian, Customer agrees to repay Custodian on demand the amount of the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody customers in the relevant currency. 2. In order to secure repayment of Customer's obligations to Custodian hereunder, Customer hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Customer's right, title and interest in and to the Accounts and the Securities, money and other property now or hereafter held in the Accounts (including proceeds thereof), and any other property at any time held by it for the account of Customer pursuant to this AgreementCustomer. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. 3. In no event shall Custodian or any of its affiliates, as applicable, have recourse, whether by set-off or otherwise, with respect to any amounts owed or liabilities incurred by Customer under or in connection with this Agreement, to or against (x) any assets of any person or entity (including, without limitation, any person or entity whose account is under the management of the manager investment adviser of Customer (the “ManagerAdviser”) other than Customer or (y) any assets of any affiliate of Customer or of the Manager or any affiliate of the Manager.

OVERDRAFTS OR INDEBTEDNESS. 1. If Custodian in its sole discretion advances funds in any currency hereunder or there shall arise for whatever reason an overdraft in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if Customer is for any other reason indebted to Custodian under this Agreementin connection with Custodian’s services provided hereunder, Customer agrees to promptly repay Custodian on written demand from Custodian the amount of the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody customers in the relevant currencycurrency and disclosed to Customer in writing (and which shall accrue from the date such written demand was delivered to Customer) . 2. In order to secure repayment of Customer's obligations to Custodian hereunder, Customer hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Customer's right, title and interest in and to the Accounts and the Securities, money and other property now or hereafter held in the Accounts (including proceeds thereof), and any other property at any time held by it Custodian for the account of Customer pursuant to this AgreementCustomer. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. 3. In no event shall Custodian or any of its affiliates, as applicable, have recourse, whether by set-off or otherwise, with respect to any amounts owed or liabilities incurred by Customer under or in connection with this Agreement, to or against (x) any assets of any person or entity (including, without limitation, any person or entity whose account is under the management of the manager of Customer (the “Manager”) other than Customer or (y) any assets of any affiliate of Customer or of the Manager or any affiliate of the Manager.

OVERDRAFTS OR INDEBTEDNESS. 1. If Custodian in its sole discretion advances funds in any currency hereunder or there shall arise for whatever reason an overdraft in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if Customer is for any other reason indebted to Custodian under this AgreementCustodian, Customer agrees to repay Custodian on demand the amount of the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody customers in the relevant currency. 2. In order to secure repayment of Customer's obligations to Custodian hereunder, Customer hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Customer's right, title and interest in and to the all Accounts in Customer's name and the Securities, money and other property now or hereafter held in the such Accounts (including proceeds thereof). In addition, if any advance of funds is made by Custodian to purchase, or to make payment on or against delivery of Securities for any Account in the name of a third party hereunder, Custodian shall have a continuing security interest in and any other property at any right of setoff against such Securities and the proceeds thereof, until such time held by it for as Custodian is repaid the account amount of Customer pursuant to this Agreementsuch advance. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. 3. In no event shall Custodian or any of its affiliates, as applicable, have recourse, whether by set-off or otherwise, with respect to any amounts owed or liabilities incurred by Customer under or in connection with this Agreement, to or against (x) any assets of any person or entity (including, without limitation, any person or entity whose account is under the management of the manager of Customer (the “Manager”) other than Customer or (y) any assets of any affiliate of Customer or of the Manager or any affiliate of the Manager.

OVERDRAFTS OR INDEBTEDNESS. 1. If Custodian in its sole discretion advances funds in any currency hereunder or there shall arise for whatever reason an overdraft in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if Customer is for any other reason indebted to Custodian under this AgreementCustodian, Customer agrees to repay Custodian on demand the amount of the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody customers in the relevant currency. 2. In order to secure repayment of Customer's ’s obligations to Custodian hereunder, Customer hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Customer's ’s right, title and interest in and to the Accounts and the Securities, money and other property now or hereafter held in the Accounts (including proceeds thereof), and any other property at any time held by it for the account of Customer pursuant to this AgreementCustomer. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. 3. In no event shall Custodian or has the right to debit any of its affiliates, as applicable, have recourse, whether by set-off or otherwise, with respect to cash account for any amounts owed or liabilities incurred amount payable by Customer under or in connection with this Agreementany and all obligations of Customer to Custodian, whether or not relating to or arising under these Global Custody Terms and Conditions. In addition to the rights of Custodian under applicable law and other agreements, at any time when Customer shall not have honored any and all of its obligations to Custodian, Custodian shall have the right without notice to Customer to retain or set-off, against (x) any assets such obligations of any person or entity (including, without limitationCustomer, any person Securities or entity whose cash Custodian or a BNYM Affiliate may directly or indirectly hold for the account is under of Customer, and any obligations (whether matured or unmatured) that Custodian or a BNYM Affiliate may have to Customer in any currency. Any such asset of, or obligation to, Customer may be transferred to Custodian and any BNYM Affiliate in order to effect the management of the manager of Customer (the “Manager”) other than Customer or (y) any assets of any affiliate of Customer or of the Manager or any affiliate of the Manager.above rights. E-149 APPENDIX II

OVERDRAFTS OR INDEBTEDNESS. 1. If Custodian in its sole discretion advances funds in any currency hereunder or there shall arise for whatever reason an as overdraft in an Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions, funds transfers or foreign exchange transactions) or if Customer is for any other reason indebted to Custodian under this AgreementCustodian, Customer agrees to repay Custodian on demand the amount of the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody customers in the relevant currency. 2. In order to secure repayment of Customer's and each third party's obligations to Custodian hereunder, Customer hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Customer's right, title and interest in and to the (a) all Accounts in Customer's name and the Securities, money and other property now or hereafter held in the such Accounts (including proceeds thereof), (b) each Account, except for designated ERISA Accounts, in respect of which or for whose benefit the advance, overdraft or indebtedness relates and the Securities, money and other property now or hereafter held in such Account (including proceeds thereof), and (c) any other property at any time held by it for the account of Customer pursuant to this AgreementCustomer. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. 3. In no event shall Custodian or any of its affiliates, as applicable, have recourse, whether by set-off or otherwise, with respect to any amounts owed or liabilities incurred by Customer under or in connection with this Agreement, to or against (x) any assets of any person or entity (including, without limitation, any person or entity whose account is under the management of the manager of Customer (the “Manager”) other than Customer or (y) any assets of any affiliate of Customer or of the Manager or any affiliate of the Manager.