Common use of PURCHASE AND SALE OF ACCOUNT PROPERTY; CREDITS TO CUSTODIAL ACCOUNT Clause in Contracts

PURCHASE AND SALE OF ACCOUNT PROPERTY; CREDITS TO CUSTODIAL ACCOUNT. 4.1 Promptly after each purchase or sale of Account Property (and prior to the time at which the Custodian is required to release or deliver any Account Property (including any cash purchase price) in connection therewith), the Instructing Party and, to the extent reasonably required by the Custodian at its option (provided however, that the Custodian shall have no obligation to seek such instruction), the Borrower and the Administrative Agent shall deliver to the Custodian Written Instructions specifying all information necessary for the Custodian to deliver such Account Property (and sufficient to indicate that the same is in compliance with the requirements of this Agreement). The Custodian shall account for all purchases and sales of Account Property on the contractual settlement date unless otherwise agreed to by the Custodian. In connection with each sale or other transfer of Other Account Property, the Instructing Party shall deliver to the Custodian a trade ticket (each, a "Disposition Letter") listing each item of Other Account Property subject to such sale or transfer. In connection with settlements of purchases of privately placed notes or certificates on shares of beneficial interest, in each case, upon original issuance, the Custodian need not make payment on delivery versus payment basis and may pay for the same prior delivery of such note, certificate or share or of any receipt or commitment therefor. 4.2 Each Customer understands that when the Custodian is instructed to deliver Account Property against payment, delivery of such Account Property and receipt of payment therefor may not be completed simultaneously. Each Customer agrees that the Custodian shall have no responsibility or liability for any credit risks involved in connection with the Custodian's delivery of Account Property pursuant to instructions of the Instructing Party; provided, however, that the Custodian shall not deliver Account Property prior to receipt of payment therefor unless specifically authorized by the Instructing Party. In the event of such specific authorization, the Custodian agrees that in the event no payment is received by the Custodian in connection with any delivery of Account Property, the Custodian shall, upon the request of the Instructing Party and at the sole cost and expense of the Borrower, use reasonable and customary efforts (in accordance with its ordinary custody business practices) to seek the return of such Account Property or the payment therefor; provided, however, that the Custodian shall have no obligation hereunder to commence or engage in any litigation or arbitration in connection therewith. 4.3 The Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Instructing Party, credit the Custodial Account with the proceeds from the sale, redemption or other disposition of Account Property or interest, dividends or other distributions payable on Account Property prior to its actual receipt of final payment therefor. All such credits shall be conditional until the Custodian's actual receipt of final payment and may be reversed by the Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be "final" until the Custodian shall have received immediately available funds which under applicable law or rule are irreversible and not subject to any security interest, levy or other encumbrance (other than those contemplated by the Credit Agreement), and which are specifically applicable to such transaction. 4.4 The Custodian shall have no obligation, and shall not be liable, for any loss or damage whatsoever resulting from its failure to settle any Account Property transaction where the rules of a Depository prevent the receipt or delivery of such Account Property (i.e., that such Account Property has been "chilled"). The Custodian may, but shall have no obligation to, attempt to utilize alternative methods of delivering securities from time to time offered by a Depository. 4.5 Unless otherwise invested overnight as directed in a timely manner by the Instructing Party, all Dollars in the Custodial Account at the end of a business day will be invested in Cash Equivalents by the Custodian (which investment shall be in the name of the Custodian and shall be solely under the control and dominion of the Custodian, subject to the duties and covenants of the Custodian under this Agreement). 4.6 Each of the Borrower and the Secured Parties Representative hereby covenants and agrees that in any instance in which it shall or may act as Instructing Party, it shall only instruct the Custodian, with respect to the Custodial Account and Account Property, in a way that is consistent with and in compliance with the Pledge and Intercreditor Agreement, this Agreement and the other Transaction Documents to which it is a party and that may be applicable. 4.7 In no instance shall the Custodian be required to receive, and the Instructing Party shall not cause, the assignment to the Custodian of any Other Account Property (including without limitation any Bank Loans) unless (i) the terms of such assignment and Other Account Property do not impose upon the Custodian, as assignee, any obligations or liabilities (including without limitation any funding or lending obligations) and (ii) the terms of such assignment expressly state that such assignment is made strictly and solely to the Custodian in its capacity as a nominee, that the Custodian in its individual corporate capacity shall not have and does not assume any obligations or liabilities thereunder, and such assignment is subject to the condition that there shall be no recourse in respect of any obligations or liabilities arising out of such assignment or assigned property against the Custodian in its individual or corporate capacity (or against its assets or properties owed in its individual or corporate capacity). 4.8 With respect to all transactions for the Custodial Account, including, without limitation, dividend and interest payments and sales and redemptions of Account Property, availability of funds credited to the Custodial Account shall be based on the type of funds used in the trade settlement or payment, including, but not limited to, same day availability for federal or same day funds and next business day availability for clearing house or next day funds. 4.9 The following special provisions relate to all Foreign Securities: (a) Cash may be held pursuant to the Borrower's instructions in either interest or non-interest bearing accounts as may be available for the particular currency. To the extent the Custodian can comply with the Borrower's instructions to the Custodian, the Custodian is authorized to maintain cash balances on deposit for the Borrower with the Custodian or one of the Custodian's or Xxxxx Fargo Bank, National Association's affiliates at such reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as the Borrower may direct, if acceptable to the Custodian. (b) Account Property shall be transferred, exchanged or delivered by the Custodian or Foreign Subcustodian upon receipt by the Custodian of instructions which include all information required by the Custodian. Settlement and payment for Account Property received for, and delivery of Account Property out of, the Custodial Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of securities to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Account Property out of the Custodial Account may be made in any manner specifically required by the Borrower's instructions acceptable to the Custodian. (c) When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, the Custodian shall endeavor to obtain instructions from the Instructing Party, but if instructions are not received in time for the Custodian to take timely action, or actual notice of such corporate action was received too late to seek instructions, the Custodian is authorized to sell such rights entitlement or fractional interest and to credit the Custodial Account with the proceeds or to take any other action the Custodian deems, in good faith, to be appropriate in which case the Custodian shall be held harmless for any such action. 4.10 The Custodian may provide proxy voting services, if elected by the Instructing Party and agreed to by the Custodian, in accordance with the then customary proxy voting services procedures of the Custodian. Proxy voting services may be provided by the Custodian or, in whole or in part, by one or more third parties appointed by the Custodian (which may be the Custodian's affiliates). The Custodian shall endeavor to promptly notify each Customer of such rights or discretionary actions or of the date or dates by when such rights must be exercised or such action must be taken provided that the Custodian has received, from the issuer (with respect to Securities issued in the United States) or from one of the nationally or internationally recognized bond or corporate action services to which the Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. In the event that the Instructing Party does not elect to have the Custodian provide proxy voting services or does not instruct otherwise, the following shall apply. With respect to all Securities, however registered, the voting rights are to be exercised by the Borrower or its designee. With respect to Securities issued in the United States, the Custodian's only duty shall be to promptly mail to the Borrower any documents (including proxy statements, annual reports and signed proxies) relating to the exercise of such voting rights. With respect to Foreign Securities, at the request of the Borrower, the Custodian will provide the Borrower with access to a provider of global proxy services (the cost of which will be paid by the Borrower). If the Borrower determines not to utilize the services of such global proxy services provider, the Custodian will provide the Borrower with proxy material actually received by the Custodian from Foreign Subcustodians, but otherwise shall have no obligations with respect to voting. 4.11 The Custodian shall not be liable to the Borrower or any third party for any taxes, fines or penalties payable by the Custodian or the Borrower, and shall be indemnified accordingly, whether these result form the inaccurate completion of documents by the Borrower or any third party, or as a result of the provision to the Custodian or any third party of inaccurate or misleading information or the withholding of material information by the Borrower or any other third party, or as a result of any delay of any revenue authority or any other matter beyond the Custodian's control. The Borrower confirms that, if the Custodian notifies the Borrower prior to taking any such action, the Custodian is authorized to deduct from any cash received or credited to the Custodial Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Custodial Account. Other than as expressly provided in this subclause, the Custodian shall have no responsibility with regard to the Borrower's tax position or status in any jurisdiction. The Borrower confirms that the Custodian is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the Borrower or the securities and/or cash held for the Borrower. 4.12 To facilitate the administration of the Borrower's trading and investment activity, the Custodian is authorized to enter into spot or forward foreign exchange contracts with the Borrower or an Authorized Person for the Borrower and may also provide foreign exchange through the Custodian's subsidiaries or affiliates, Xxxxx Fargo Bank, National Association or its affiliates or Foreign Subcustodians. Instructions including standing instructions, may be issued with respect to such contracts but the Custodian may establish rules or limitation concerning any foreign exchange facility made available. In all cases where the Custodian and the Custodian's subsidiaries or affiliates, Xxxxx Fargo Bank, National Association or its affiliates or Foreign Subcustodians enter into a foreign exchange contract related to the Custodial Account, the terms and conditions shall be determined by the Custodian in its absolute discretion.

PURCHASE AND SALE OF ACCOUNT PROPERTY; CREDITS TO CUSTODIAL ACCOUNT. 4.1 Promptly after each purchase or sale of Account Property (and prior to the time at which the Custodian is required to release or deliver any Account Property (including any cash purchase price) in connection therewith), the Instructing Party and, to the extent reasonably required by the Custodian at its option (provided provided, however, that the Custodian shall have no obligation to seek such instruction), the Borrower Fund and the Administrative Agent shall deliver to the Custodian Written Instructions specifying all information necessary for the Custodian to deliver such Account Property (and sufficient to indicate that the same is in compliance with the requirements of this Agreement). The Custodian shall account for all purchases and sales of Account Property on the contractual settlement date unless otherwise agreed to by the Custodian. In connection with each sale or other transfer of Other Account Property, the Instructing Party shall deliver to the Custodian a trade ticket (each, a "Disposition Letter") listing each item of Other Account Property subject to such sale or transfer. In connection with settlements of purchases of privately placed notes or certificates on shares of beneficial interest, in each case, upon original issuance, the Custodian need not make payment on delivery versus payment basis and may pay for the same prior delivery of such note, certificate or share or of any receipt or commitment therefor. 4.2 Each Customer understands that when the Custodian is instructed to deliver Account Property against payment, delivery of such Account Property and receipt of payment therefor may not be completed simultaneously. Each Customer agrees that the Custodian shall have no responsibility or liability for any credit risks involved in connection with the Custodian's delivery of Account Property pursuant to instructions of the Instructing Party; provided, however, that the Custodian shall not deliver Account Property prior to receipt of payment therefor unless specifically authorized by the Instructing Party. In the event of such specific authorization, the Custodian agrees that in the event no payment is received by the Custodian in connection with any delivery of Account Property, the Custodian shall, upon the request of the Instructing Party and at the sole cost and expense of the BorrowerFund, use reasonable and customary efforts (in accordance with its ordinary custody business practices) to seek the return of such Account Property or the payment therefor; provided, however, that the Custodian shall have no obligation hereunder to commence or engage in any litigation or arbitration in connection therewith. 4.3 The Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Instructing Party, credit the Custodial Account with the proceeds from the sale, redemption or other disposition of Account Property or interest, dividends or other distributions payable on Account Property prior to its actual receipt of final payment therefor. All such credits shall be conditional until the Custodian's actual receipt of final payment and may be reversed by the Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be "final" until the Custodian shall have received immediately available funds which under applicable law or rule are irreversible and not subject to any security interest, levy or other encumbrance (other than those contemplated by the Credit Agreement), and which are specifically applicable to such transaction. 4.4 The Custodian shall have no obligation, and shall not be liable, for any loss or damage whatsoever resulting from its failure to settle any Account Property transaction where the rules of a Depository prevent the receipt or delivery of such Account Property (i.e., that such Account Property has been "chilled"). The Custodian may, but shall have no obligation to, attempt to utilize alternative methods of delivering securities from time to time offered by a Depository. 4.5 Unless otherwise invested overnight as directed in a timely manner by the Instructing Party, all Dollars in the Custodial Account at the end of a business day will be invested in Cash Equivalents by the Custodian (which investment shall be in the name of the Custodian and shall be solely under the control and dominion of the Custodian, subject to the duties and covenants of the Custodian under this Agreement). 4.6 Each of the Borrower Fund and the Secured Parties Representative hereby covenants and agrees that in any instance in which it shall or may act as Instructing Party, it shall only instruct the Custodian, with respect to the Custodial Account and Account Property, in a way that is consistent with and in compliance with the Pledge and Intercreditor Agreement, this Agreement and the other Transaction Documents to which it is a party and that may be applicable. 4.7 In no instance shall the Custodian be required to receive, and the Instructing Party shall not cause, the assignment to the Custodian of any Other Account Property (including without limitation any Bank Loans) unless (i) the terms of such assignment and Other Account Property do not impose upon the Custodian, as assignee, any obligations or liabilities (including without limitation any funding or lending obligations) and (ii) the terms of such assignment expressly state that such assignment is made strictly and solely to the Custodian in its capacity as a nominee, that the Custodian in its individual corporate capacity shall not have and does not assume any obligations or liabilities thereunder, and such assignment is subject to the condition that there shall be no recourse in respect of any obligations or liabilities arising out of such assignment or assigned property against the Custodian in its individual or corporate capacity (or against its assets or properties owed in its individual or corporate capacity). 4.8 With respect to all transactions for the Custodial Account, including, without limitation, dividend and interest payments and sales and redemptions of Account Property, availability of funds credited to the Custodial Account shall be based on the type of funds used in the trade settlement or payment, including, but not limited to, same day availability for federal or same day funds and next business day availability for clearing house or next day funds. 4.9 The following special provisions relate to all Foreign Securities: (a) Cash may be held pursuant to the BorrowerFund's instructions in either interest or non-interest bearing accounts as may be available for the particular currency. To the extent the Custodian can comply with the BorrowerFund's instructions to the Custodian, the Custodian is authorized to maintain cash balances on deposit for the Borrower Fund with the Custodian or one of the Custodian's or Xxxxx Fargo Bank, National Association's affiliates at such reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as the Borrower Fund may direct, if acceptable to the Custodian. (b) Account Property shall be transferred, exchanged or delivered by the Custodian or Foreign Subcustodian upon receipt by the Custodian of instructions which include all information required by the Custodian. Settlement and payment for Account Property received for, and delivery of Account Property out of, the Custodial Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of securities to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Account Property out of the Custodial Account may be made in any manner specifically required by the BorrowerFund's instructions acceptable to the Custodian. (c) When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, the Custodian shall endeavor to obtain instructions from the Instructing Party, but if instructions are not received in time for the Custodian to take timely action, or actual notice of such corporate action was received too late to seek instructions, the Custodian is authorized to sell such rights entitlement or fractional interest and to credit the Custodial Account with the proceeds or to take any other action the Custodian deems, in good faith, to be appropriate in which case the Custodian shall be held harmless for any such action. 4.10 The Custodian may provide proxy voting services, if elected by the Instructing Party and agreed to by the Custodian, in accordance with the then customary proxy voting services procedures of the Custodian. Proxy voting services may be provided by the Custodian or, in whole or in part, by one or more third parties appointed by the Custodian (which may be the Custodian's affiliates). The Custodian shall endeavor to promptly notify each Customer of such rights or discretionary actions or of the date or dates by when such rights must be exercised or such action must be taken provided that the Custodian has received, from the issuer (with respect to Securities issued in the United States) or from one of the nationally or internationally recognized bond or corporate action services to which the Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. In the event that the Instructing Party does not elect to have the Custodian provide proxy voting services or does not instruct otherwise, the following shall apply. With respect to all Securities, however registered, the voting rights are to be exercised by the Borrower Fund or its designee. With respect to Securities issued in the United States, the Custodian's only duty shall be to promptly mail to the Borrower Fund any documents (including proxy statements, annual reports and signed proxies) relating to the exercise of such voting rights. With respect to Foreign Securities, at the request of the BorrowerFund, the Custodian will provide the Borrower Fund with access to a provider of global proxy services (the cost of which will be paid by the BorrowerFund). If the Borrower Fund determines not to utilize the services of such global proxy services provider, the Custodian will provide the Borrower Fund with proxy material actually received by the Custodian from Foreign Subcustodians, but otherwise shall have no obligations with respect to voting. 4.11 The Custodian shall not be liable to the Borrower Fund, any Investment Holding Subsidiary, any Hedging SPE or any third party for any taxes, fines or penalties payable by the Custodian Custodian, the Fund or the Borrower, any Investment Holding Subsidiary or Hedging SPE and shall be indemnified accordingly, whether these result form from the inaccurate completion of documents by the Borrower Fund, any Investment Holding Subsidiary, any Hedging SPE or any third party, or as a result of the provision to the Custodian or any third party of inaccurate or misleading information or the withholding of material information by the Borrower Fund, any Investment Holding Subsidiary, any Hedging SPE or any other third party, or as a result of any delay of any revenue authority or any other matter beyond the Custodian's control. The Borrower Fund confirms that, if the Custodian notifies the Borrower Fund prior to taking any such action, the Custodian is authorized to deduct from any cash received or credited to the Custodial Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Custodial Account. Other than as expressly provided in this subclause, the Custodian shall have no responsibility with regard to the BorrowerFund's tax position or status (or that of any Investment Holding Subsidiary or Hedging SPE) in any jurisdiction. The Borrower Fund confirms that the Custodian is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the Borrower Fund or any Investment Holding Subsidiary or Hedging SPE or the securities and/or cash held for the BorrowerFund or any Investment Holding Subsidiary or Hedging SPE. 4.12 To facilitate the administration of the BorrowerFund's trading and investment activity, the Custodian is authorized to enter into spot or forward foreign exchange contracts with the Borrower Fund or an Authorized Person for the Borrower Fund and may also provide foreign exchange through the Custodian's subsidiaries or affiliates, Xxxxx Fargo Bank, National Association or its affiliates or Foreign Subcustodians. Instructions including standing instructions, may be issued with respect to such contracts but the Custodian may establish rules or limitation limitations concerning any foreign exchange facility made available. In all cases where the Custodian and the Custodian's subsidiaries or affiliates, Xxxxx Fargo Bank, National Association or its affiliates or Foreign Subcustodians enter into a foreign exchange contract related to the Custodial Account, the terms and conditions shall be determined by the Custodian in its absolute discretion.

PURCHASE AND SALE OF ACCOUNT PROPERTY; CREDITS TO CUSTODIAL ACCOUNT. 4.1 Promptly after each purchase or sale of Account Property (and prior to the time at which the Custodian is required to release or deliver any Account Property (including any cash purchase price) in connection therewith), the Instructing Party and, to the extent reasonably required by the Custodian at its option (provided however, that the Custodian shall have no obligation to seek such instruction), the Borrower Fund and the Administrative Agent shall deliver to the Custodian Written Instructions specifying all information necessary for the Custodian to deliver such Account Property (and sufficient to indicate that the same is in compliance with the requirements of this Agreement). The Custodian shall account for all purchases and sales of Account Property on the contractual settlement date unless otherwise agreed to by the Custodian. In connection with each sale or other transfer of Other Account Property, the Instructing Party shall deliver to the Custodian a trade ticket (each, a "Disposition Letter") listing each item of Other Account Property subject to such sale or transfer. In connection with settlements of purchases of privately placed notes or certificates on shares of beneficial interest, in each case, upon original issuance, the Custodian need not make payment on delivery versus payment basis and may pay for the same prior delivery of such note, certificate or share or of any receipt or commitment therefor. 4.2 Each Customer understands that when the Custodian is instructed to deliver Account Property against payment, delivery of such Account Property and receipt of payment therefor may not be completed simultaneously. Each Customer agrees that the Custodian shall have no responsibility or liability for any credit risks involved in connection with the Custodian's delivery of Account Property pursuant to instructions of the Instructing Party; provided, however, that the Custodian shall not deliver Account Property prior to receipt of payment therefor unless specifically authorized by the Instructing Party. In the event of such specific authorization, the Custodian agrees that in the event no payment is received by the Custodian in connection with any delivery of Account Property, the Custodian shall, upon the request of the Instructing Party and at the sole cost and expense of the BorrowerFund, use reasonable and customary efforts (in accordance with its ordinary custody business practices) to seek the return of such Account Property or the payment therefor; provided, however, that the Custodian shall have no obligation hereunder to commence or engage in any litigation or arbitration in connection therewith. 4.3 The Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Instructing Party, credit the Custodial Account with the proceeds from the sale, redemption or other disposition of Account Property or interest, dividends or other distributions payable on Account Property prior to its actual receipt of final payment therefor. All such credits shall be conditional until the Custodian's actual receipt of final payment and may be reversed by the Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be "final" until the Custodian shall have received immediately available funds which under applicable law or rule are irreversible and not subject to any security interest, levy or other encumbrance (other than those contemplated by the Credit Agreement), and which are specifically applicable to such transaction. 4.4 The Custodian shall have no obligation, and shall not be liable, for any loss or damage whatsoever resulting from its failure to settle any Account Property transaction where the rules of a Depository prevent the receipt or delivery of such Account Property (i.e., that such Account Property has been "chilled"). The Custodian may, but shall have no obligation to, attempt to utilize alternative methods of delivering securities from time to time offered by a Depository. 4.5 Unless otherwise invested overnight as directed in a timely manner by the Instructing Party, all Dollars in the Custodial Account at the end of a business day will be invested in Cash Equivalents by the Custodian (which investment shall be in the name of the Custodian and shall be solely under the control and dominion of the Custodian, subject to the duties and covenants of the Custodian under this Agreement). 4.6 Each of the Borrower Fund and the Secured Parties Representative hereby covenants and agrees that in any instance in which it shall or may act as Instructing Party, it shall only instruct the Custodian, with respect to the Custodial Account and Account Property, in a way that is consistent with and in compliance with the Pledge and Intercreditor Agreement, this Agreement and the other Transaction Documents to which it is a party and that may be applicable. 4.7 In no instance shall the Custodian be required to receive, and the Instructing Party shall not cause, the assignment to the Custodian of any Other Account Property (including without limitation any Bank Loans) unless (i) the terms of such assignment and Other Account Property do not impose upon the Custodian, as assignee, any obligations or liabilities (including without limitation any funding or lending obligations) and (ii) the terms of such assignment expressly state that such assignment is made strictly and solely to the Custodian in its capacity as a nominee, that the Custodian in its individual corporate capacity shall not have and does not assume any obligations or liabilities thereunder, and such assignment is subject to the condition that there shall be no recourse in respect of any obligations or liabilities arising out of such assignment or assigned property against the Custodian in its individual or corporate capacity (or against its assets or properties owed in its individual or corporate capacity). 4.8 With respect to all transactions for the Custodial Account, including, without limitation, dividend and interest payments and sales and redemptions of Account Property, availability of funds credited to the Custodial Account shall be based on the type of funds used in the trade settlement or payment, including, but not limited to, same day availability for federal or same day funds and next business day availability for clearing house or next day funds. 4.9 The following special provisions relate to all Foreign Securities: (a) Cash may be held pursuant to the BorrowerFund's instructions in either interest or non-interest bearing accounts as may be available for the particular currency. To the extent the Custodian can comply with the BorrowerFund's instructions to the Custodian, the Custodian is authorized to maintain cash balances on deposit for the Borrower Fund with the Custodian or one of the Custodian's or Xxxxx Fargo Bank, National Association's affiliates at such reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as the Borrower Fund may direct, if acceptable to the Custodian. (b) Account Property shall be transferred, exchanged or delivered by the Custodian or Foreign Subcustodian upon receipt by the Custodian of instructions which include all information required by the Custodian. Settlement and payment for Account Property received for, and delivery of Account Property out of, the Custodial Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of securities to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Account Property out of the Custodial Account may be made in any manner specifically required by the BorrowerFund's instructions acceptable to the Custodian. (c) When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, the Custodian shall endeavor to obtain instructions from the Instructing Party, but if instructions are not received in time for the Custodian to take timely action, or actual notice of such corporate action was received too late to seek instructions, the Custodian is authorized to sell such rights entitlement or fractional interest and to credit the Custodial Account with the proceeds or to take any other action the Custodian deems, in good faith, to be appropriate in which case the Custodian shall be held harmless for any such action. 4.10 The Custodian may provide proxy voting services, if elected by the Instructing Party and agreed to by the Custodian, in accordance with the then customary proxy voting services procedures of the Custodian. Proxy voting services may be provided by the Custodian or, in whole or in part, by one or more third parties appointed by the Custodian (which may be the Custodian's affiliates). The Custodian shall endeavor to promptly notify each Customer of such rights or discretionary actions or of the date or dates by when such rights must be exercised or such action must be taken provided that the Custodian has received, from the issuer (with respect to Securities issued in the United States) or from one of the nationally or internationally recognized bond or corporate action services to which the Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. In the event that the Instructing Party does not elect to have the Custodian provide proxy voting services or does not instruct otherwise, the following shall apply. With respect to all Securities, however registered, the voting rights are to be exercised by the Borrower Fund or its designee. With respect to Securities issued in the United States, the Custodian's only duty shall be to promptly mail to the Borrower Fund any documents (including proxy statements, annual reports and signed proxies) relating to the exercise of such voting rights. With respect to Foreign Securities, at the request of the BorrowerFund, the Custodian will provide the Borrower Fund with access to a provider of global proxy services (the cost of which will be paid by the BorrowerFund). If the Borrower Fund determines not to utilize the services of such global proxy services provider, the Custodian will provide the Borrower Fund with proxy material actually received by the Custodian from Foreign Subcustodians, but otherwise shall have no obligations with respect to voting. 4.11 The Custodian shall not be liable to the Borrower Fund or any third party for any taxes, fines or penalties payable by the Custodian or the BorrowerFund, and shall be indemnified accordingly, whether these result form the inaccurate completion of documents by the Borrower Fund or any third party, or as a result of the provision to the Custodian or any third party of inaccurate or misleading information or the withholding of material information by the Borrower Fund or any other third party, or as a result of any delay of any revenue authority or any other matter beyond the Custodian's control. The Borrower Fund confirms that, if the Custodian notifies the Borrower Fund prior to taking any such action, the Custodian is authorized to deduct from any cash received or credited to the Custodial Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Custodial Account. Other than as expressly provided in this subclause, the Custodian shall have no responsibility with regard to the BorrowerFund's tax position or status in any jurisdiction. The Borrower Fund confirms that the Custodian is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the Borrower Fund or the securities and/or cash held for the BorrowerFund. 4.12 To facilitate the administration of the BorrowerFund's trading and investment activity, the Custodian is authorized to enter into spot or forward foreign exchange contracts with the Borrower Fund or an Authorized Person for the Borrower Fund and may also provide foreign exchange through the Custodian's subsidiaries or affiliates, Xxxxx Fargo Bank, National Association or its affiliates or Foreign Subcustodians. Instructions including standing instructions, may be issued with respect to such contracts but the Custodian may establish rules or limitation concerning any foreign exchange facility made available. In all cases where the Custodian and the Custodian's subsidiaries or affiliates, Xxxxx Fargo Bank, National Association or its affiliates or Foreign Subcustodians enter into a foreign exchange contract related to the Custodial Account, the terms and conditions shall be determined by the Custodian in its absolute discretion.

PURCHASE AND SALE OF ACCOUNT PROPERTY; CREDITS TO CUSTODIAL ACCOUNT. 4.1 Promptly after each purchase or sale of Account Property (and prior to the time at which the Custodian is required to release or deliver any Account Property (including any cash purchase price) in connection therewith), the Instructing Party and, to the extent reasonably required by the Custodian at its option (provided provided, however, that the Custodian shall have no obligation to seek such instruction), the Borrower Fund and the Administrative Agent shall deliver to the Custodian Written Instructions specifying all information necessary for the Custodian to deliver such Account Property (and sufficient to indicate that the same is in compliance with the requirements of this Agreement). The Custodian shall account for all purchases and sales of Account Property on the contractual settlement date unless otherwise agreed to by the Custodian. In connection with each sale or other transfer of Other Account Property, the Instructing Party shall deliver to the Custodian a trade ticket (each, a "Disposition Letter") listing each item of Other Account Property subject to such sale or transfer. In connection with settlements of purchases of privately placed notes or certificates on shares of beneficial interest, in each case, upon original issuance, the Custodian need not make payment on delivery versus payment basis and may pay for the same prior delivery of such note, certificate or share or of any receipt or commitment therefor. 4.2 Each Customer understands that when the Custodian is instructed to deliver Account Property against payment, delivery of such Account Property and receipt of payment therefor may not be completed simultaneously. Each Customer agrees that the Custodian shall have no responsibility or liability for any credit risks involved in connection with the Custodian's delivery of Account Property pursuant to instructions of the Instructing Party; provided, however, that the Custodian shall not deliver Account Property prior to receipt of payment therefor unless specifically authorized by the Instructing Party. In the event of such specific authorization, the Custodian agrees that in the event no payment is received by the Custodian in connection with any delivery of Account Property, the Custodian shall, upon the request of the Instructing Party and at the sole cost and expense of the BorrowerFund, use reasonable and customary efforts (in accordance with its ordinary custody business practices) to seek the return of such Account Property or the payment therefor; provided, however, that the Custodian shall have no obligation hereunder to commence or engage in any litigation or arbitration in connection therewith. 4.3 The Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Instructing Party, credit the Custodial Account with the proceeds from the sale, redemption or other disposition of Account Property or interest, dividends or other distributions payable on Account Property prior to its actual receipt of final payment therefor. All such credits shall be conditional until the Custodian's actual receipt of final payment and may be reversed by the Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be "final" until the Custodian shall have received immediately available funds which under applicable law or rule are irreversible and not subject to any security interest, levy or other encumbrance (other than those contemplated by the Credit Agreement), and which are specifically applicable to such transaction. 4.4 The Custodian shall have no obligation, and shall not be liable, for any loss or damage whatsoever resulting from its failure to settle any Account Property transaction where the rules of a Depository prevent the receipt or delivery of such Account Property (i.e., that such Account Property has been "chilled"). The Custodian may, but shall have no obligation to, attempt to utilize alternative methods of delivering securities from time to time offered by a Depository. 4.5 Unless otherwise invested overnight as directed in a timely manner by the Instructing Party, all Dollars in the Custodial Account at the end of a business day will be invested in Cash Equivalents by the Custodian (which investment shall be in the name of the Custodian and shall be solely under the control and dominion of the Custodian, subject to the duties and covenants of the Custodian under this Agreement). 4.6 Each of the Borrower Fund and the Secured Parties Representative hereby covenants and agrees that in any instance in which it shall or may act as Instructing Party, it shall only instruct the Custodian, with respect to the Custodial Account and Account Property, in a way that is consistent with and in compliance with the Pledge and Intercreditor Agreement, this Agreement and the other Transaction Documents to which it is a party and that may be applicable. 4.7 In no instance shall the Custodian be required to receive, and the Instructing Party shall not cause, the assignment to the Custodian of any Other Account Property (including without limitation any Bank Loans) unless (i) the terms of such assignment and Other Account Property do not impose upon the Custodian, as assignee, any obligations or liabilities (including without limitation any funding or lending obligations) and (ii) the terms of such assignment expressly state that such assignment is made strictly and solely to the Custodian in its capacity as a nominee, that the Custodian in its individual corporate capacity shall not have and does not assume any obligations or liabilities thereunder, and such assignment is subject to the condition that there shall be no recourse in respect of any obligations or liabilities arising out of such assignment or assigned property against the Custodian in its individual or corporate capacity (or against its assets or properties owed in its individual or corporate capacity). 4.8 With respect to all transactions for the Custodial Account, including, without limitation, dividend and interest payments and sales and redemptions of Account Property, availability of funds credited to the Custodial Account shall be based on the type of funds used in the trade settlement or payment, including, but not limited to, same day availability for federal or same day funds and next business day availability for clearing house or next day funds. 4.9 The following special provisions relate to all Foreign Securities: (a) Cash may be held pursuant to the BorrowerFund's instructions in either interest or non-interest bearing accounts as may be available for the particular currency. To the extent the Custodian can comply with the BorrowerFund's instructions to the Custodian, the Custodian is authorized to maintain cash balances on deposit for the Borrower Fund with the Custodian or one of the Custodian's or Xxxxx Wells Fargo Bank, National Association's affiliates at such reasonable rates xxxxx of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as the Borrower Fund may direct, if acceptable to the Custodian. (b) Account Property shall be transferred, exchanged or delivered by the Custodian or Foreign Subcustodian upon receipt by the Custodian of instructions which include all information required by the Custodian. Settlement and payment for Account Property received for, and delivery of Account Property out of, the Custodial Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of securities to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Account Property out of the Custodial Account may be made in any manner specifically required by the BorrowerFund's instructions acceptable to the Custodian. (c) When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, the Custodian shall endeavor to obtain instructions from the Instructing Party, but if instructions are not received in time for the Custodian to take timely action, or actual notice of such corporate action was received too late to seek instructions, the Custodian is authorized to sell such rights entitlement or fractional interest and to credit the Custodial Account with the proceeds or to take any other action the Custodian deems, in good faith, to be appropriate in which case the Custodian shall be held harmless for any such action. 4.10 The Custodian may provide proxy voting services, if elected by the Instructing Party and agreed to by the Custodian, in accordance with the then customary proxy voting services procedures of the Custodian. Proxy voting services may be provided by the Custodian or, in whole or in part, by one or more third parties appointed by the Custodian (which may be the Custodian's affiliates). The Custodian shall endeavor to promptly notify each Customer of such rights or discretionary actions or of the date or dates by when such rights must be exercised or such action must be taken provided that the Custodian has received, from the issuer (with respect to Securities issued in the United States) or from one of the nationally or internationally recognized bond or corporate action services to which the Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. In the event that the Instructing Party does not elect to have the Custodian provide proxy voting services or does not instruct otherwise, the following shall apply. With respect to all Securities, however registered, the voting rights are to be exercised by the Borrower Fund or its designee. With respect to Securities issued in the United States, the Custodian's only duty shall be to promptly mail to the Borrower Fund any documents (including proxy statements, annual reports and signed proxies) relating to the exercise of such voting rights. With respect to Foreign Securities, at the request of the BorrowerFund, the Custodian will provide the Borrower Fund with access to a provider of global proxy services (the cost of which will be paid by the BorrowerFund). If the Borrower Fund determines not to utilize the services of such global proxy services provider, the Custodian will provide the Borrower Fund with proxy material actually received by the Custodian from Foreign Subcustodians, but otherwise shall have no obligations with respect to voting. 4.11 The Custodian shall not be liable to the Borrower Fund or any third party for any taxes, fines or penalties payable by the Custodian or the BorrowerFund, and shall be indemnified accordingly, whether these result form the inaccurate completion of documents by the Borrower Fund or any third party, or as a result of the provision to the Custodian or any third party of inaccurate or misleading information or the withholding of material information by the Borrower Fund or any other third party, or as a result of any delay of any revenue authority or any other matter beyond the Custodian's control. The Borrower Fund confirms that, if the Custodian notifies the Borrower Fund prior to taking any such action, the Custodian is authorized to deduct from any cash received or credited to the Custodial Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Custodial Account. Other than as expressly provided in this subclause, the Custodian shall have no responsibility with regard to the BorrowerFund's tax position or status in any jurisdiction. The Borrower Fund confirms that the Custodian is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the Borrower Fund or the securities and/or cash held for the BorrowerFund. 4.12 To facilitate the administration of the BorrowerFund's trading and investment activity, the Custodian is authorized to enter into spot or forward foreign exchange contracts with the Borrower Fund or an Authorized Person for the Borrower Fund and may also provide foreign exchange through the Custodian's subsidiaries or affiliates, Xxxxx Wells Fargo Bank, National Association or its affiliates or Foreign SubcustodiansSubxxxxxdians. Instructions including standing instructions, may be issued with respect to such contracts but the Custodian may establish rules or limitation concerning any foreign exchange facility made available. In all cases where the Custodian and the Custodian's subsidiaries or affiliates, Xxxxx Wells Fargo Bank, National Association or its affiliates or Foreign Subcustodians Subxxxxxdians enter into a foreign exchange contract related to the Custodial Account, the terms and conditions shall be determined by the Custodian in its absolute discretion.

PURCHASE AND SALE OF ACCOUNT PROPERTY; CREDITS TO CUSTODIAL ACCOUNT. 4.1 (a) Promptly after each purchase or sale of any Account Property (and prior to the time at which the Custodian is required to release or deliver any Account Property (including any cash Cash purchase price) in connection therewith), the Instructing Party and, to the extent reasonably required by the Custodian at its option (provided however, that the Custodian shall have no obligation to seek such instructionInstruction), the Borrower and the Administrative Agent Customer shall deliver to the Custodian Written Instructions specifying all information necessary for the Custodian to deliver such Account Property (and sufficient to indicate that the same is in compliance with the requirements of this AgreementAgreement and the Indenture). The Custodian shall account for all purchases and sales of Account Property on the contractual settlement date unless otherwise agreed to by the Custodianas determined in accordance with Sections 2.5 and Section 2.6 hereof. In connection with each sale or other transfer of Other Account Property, the Instructing Party shall deliver to the Custodian a trade ticket (each, a "Disposition LetterDISPOSITION LETTER") listing each item of Other Account Property subject to such sale or transfer. In connection with settlements of purchases of privately placed notes or certificates on shares of beneficial interest, in each case, upon original issuance, the Custodian need not will make payment on a delivery versus payment basis and may pay for the same prior delivery of such note, certificate or share or of any receipt or commitment thereforbasis. 4.2 Each (b) Customer understands and the Collateral Agent understand that when the Custodian is instructed to deliver Account Property against payment, delivery of such Account Property and receipt of payment therefor may not be completed simultaneously. Each Customer and the Collateral Agent each agrees that the Custodian shall have no responsibility or liability for any credit risks involved in connection with the Custodian's delivery of Account Property pursuant to instructions Instructions of the Instructing Party; provided, however, that the Custodian shall not be obligated to deliver Account Property prior to receipt of payment therefor unless specifically authorized by the Instructing Partytherefor. In the event of such specific authorization, the The Custodian agrees that in the event no payment is received by the Custodian in connection with any delivery of Account Property, the Custodian shall, upon the request of the Instructing Party and at the sole cost and expense of the BorrowerCustomer, use reasonable and customary efforts (in accordance with its ordinary custody business practices) to seek the return of such Account Property or the payment therefor; provided, however, that the Custodian shall have no obligation hereunder to commence or engage in any litigation or arbitration in connection therewith. 4.3 The Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Instructing Party, credit the Custodial Account with the proceeds from the sale, redemption or other disposition of Account Property or interest, dividends or other distributions payable on Account Property prior to its actual receipt of final payment therefor. All such credits shall be conditional until the Custodian's actual receipt of final payment and may be reversed by the Custodian to the extent that final payment is not received. (c) Payment with respect to a transaction will not be "final" until the Custodian shall have received immediately available funds which under applicable law or rule Applicable Law are irreversible and not subject to any security interest, levy or other encumbrance (other than those contemplated by the Credit AgreementIndenture), and which are specifically applicable to such transaction. 4.4 (d) The Custodian shall have no obligation, and shall not be liable, for any loss or damage whatsoever resulting from its failure to settle any Account Property transaction where the rules of a Securities Depository prevent the receipt or delivery of such Account Property (i.e., that such Account Property has been "chilled"). The Custodian may, but shall have no obligation to, attempt to utilize alternative methods of delivering securities from time to time offered by a Securities Depository. 4.5 (e) Unless otherwise invested overnight as directed in a timely manner by the Instructing Party, all Dollars in the Custodial Account Included Accounts at the end of a business day will be invested in Cash Equivalents by the Custodian as instructed by the Instructing Party (which investment shall be in the name of the Custodian and shall be solely under the control and dominion of the Custodian, subject to the duties and covenants of the Custodian under this Agreement). 4.6 (f) Each of the Borrower Customer and the Secured Parties Representative Collateral Agent hereby covenants and agrees that in any instance in which it shall or may act as Instructing Party, it shall only instruct the Custodian, with respect to the Custodial each Included Account and any Account Property, in a way that is consistent with and in compliance with the Pledge and Intercreditor Agreement, this Agreement and the other Transaction Documents to which it is a party and that may be applicable. 4.7 (g) In no instance shall the Custodian be required to receive, and the Instructing Party shall not cause, the assignment to the Custodian of any Other Account Property (including including, without limitation limitation, any Bank Loans) unless (i) the terms of such assignment and Other Account Property do not impose upon the Custodian, as assignee, any obligations or liabilities (including including, without limitation any funding or lending obligations) and (ii) the terms of such assignment expressly state that such assignment is made strictly and solely to the Custodian in its capacity as a nominee, that the Custodian in its individual corporate capacity shall not have and does not assume any obligations or liabilities thereunder, and such assignment is subject to the condition that there shall be no recourse in respect of any obligations or liabilities arising out of such assignment or assigned property against the Custodian in its individual or corporate capacity (or against its assets or properties owed in its individual or corporate capacity). 4.8 (h) With respect to all transactions for the Custodial any Included Account, including, without limitation, dividend and interest payments and sales and redemptions of Account Property, availability of funds credited to the Custodial Account shall be based on the type of funds used in the trade settlement or payment, including, but not limited to, same day availability for federal or same day funds and next business day availability for clearing house or next day funds. 4.9 The following special provisions relate to all Foreign Securities: (a) Cash may be held pursuant to the Borrower's instructions in either interest or non-interest bearing accounts as may be available for the particular currency. To the extent the Custodian can comply with the Borrower's instructions to the Custodian, the Custodian is authorized to maintain cash balances on deposit for the Borrower with the Custodian or one of the Custodian's or Xxxxx Fargo Bank, National Association's affiliates at such reasonable rates of interest as may from time to time be paid on such accounts, or in non-interest bearing accounts as the Borrower may direct, if acceptable to the Custodian. (b) Account Property shall be transferred, exchanged or delivered by the Custodian or Foreign Subcustodian upon receipt by the Custodian of instructions which include all information required by the Custodian. Settlement and payment for Account Property received for, and delivery of Account Property out of, the Custodial Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of securities to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Account Property out of the Custodial Account may be made in any manner specifically required by the Borrower's instructions acceptable to the Custodian. (c) When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar corporate action is received which bears an expiration date, the Custodian shall endeavor to obtain instructions from the Instructing Party, but if instructions are not received in time for the Custodian to take timely action, or actual notice of such corporate action was received too late to seek instructions, the Custodian is authorized to sell such rights entitlement or fractional interest and to credit the Custodial Account with the proceeds or to take any other action the Custodian deems, in good faith, to be appropriate in which case the Custodian shall be held harmless for any such action. 4.10 The Custodian may provide proxy voting services, if elected by the Instructing Party and agreed to by the Custodian, in accordance with the then customary proxy voting services procedures of the Custodian. Proxy voting services may be provided by the Custodian or, in whole or in part, by one or more third parties appointed by the Custodian (which may be the Custodian's affiliates). The Custodian shall endeavor to promptly notify each Customer of such rights or discretionary actions or of the date or dates by when such rights must be exercised or such action must be taken provided that the Custodian has received, from the issuer (with respect to Securities issued in the United States) or from one of the nationally or internationally recognized bond or corporate action services to which the Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. In the event that the Instructing Party does not elect to have the Custodian provide proxy voting services or does not instruct otherwise, the following shall apply. With respect to all Securities, however registered, the voting rights are to be exercised by the Borrower or its designee. With respect to Securities issued in the United States, the Custodian's only duty shall be to promptly mail to the Borrower any documents (including proxy statements, annual reports and signed proxies) relating to the exercise of such voting rights. With respect to Foreign Securities, at the request of the Borrower, the Custodian will provide the Borrower with access to a provider of global proxy services (the cost of which will be paid by the Borrower). If the Borrower determines not to utilize the services of such global proxy services provider, the Custodian will provide the Borrower with proxy material actually received by the Custodian from Foreign Subcustodians, but otherwise shall have no obligations with respect to voting. 4.11 The Custodian shall not be liable to the Borrower or any third party for any taxes, fines or penalties payable by the Custodian or the Borrower, and shall be indemnified accordingly, whether these result form the inaccurate completion of documents by the Borrower or any third party, or as a result of the provision to the Custodian or any third party of inaccurate or misleading information or the withholding of material information by the Borrower or any other third party, or as a result of any delay of any revenue authority or any other matter beyond the Custodian's control. The Borrower confirms that, if the Custodian notifies the Borrower prior to taking any such action, the Custodian is authorized to deduct from any cash received or credited to the Custodial Account any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Custodial Account. Other than as expressly provided in this subclause, the Custodian shall have no responsibility with regard to the Borrower's tax position or status in any jurisdiction. The Borrower confirms that the Custodian is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the Borrower or the securities and/or cash held for the Borrower. 4.12 To facilitate the administration of the Borrower's trading and investment activity, the Custodian is authorized to enter into spot or forward foreign exchange contracts with the Borrower or an Authorized Person for the Borrower and may also provide foreign exchange through the Custodian's subsidiaries or affiliates, Xxxxx Fargo Bank, National Association or its affiliates or Foreign Subcustodians. Instructions including standing instructions, may be issued with respect to such contracts but the Custodian may establish rules or limitation concerning any foreign exchange facility made available. In all cases where the Custodian and the Custodian's subsidiaries or affiliates, Xxxxx Fargo Bank, National Association or its affiliates or Foreign Subcustodians enter into a foreign exchange contract related to the Custodial Account, the terms and conditions shall be determined by the Custodian in its absolute discretion.