Common use of Purchase and Sale of Securities Clause in Contracts

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by a Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Xxxxxxxxx's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. (a) Promptly after each the purchase or sale of Securities by a FundSecurities, the Fund or its designee shall deliver to the Custodian an Instruction specifying with respect to each such purchase: (1) the name of the Portfolio to which such Securities are to be specifically allocated; (2) the name of the issuer and the title of the Securities; (3) the number of shares or the principal amount purchased and accrued interest, if any; (4) the date of purchase and settlement; (5) the purchase price per unit; (6) the total amount payable upon such purchase; and (7) the name of the person from whom or the broker through whom the purchase was made, if any. The Custodian or specified Sub-Custodian shall receive the Securities purchased by or for a Certificate Portfolio and upon receipt thereof (or Instructions, upon receipt of advice from a Depository or if agreed between the Book-Entry System that the Securities have been transferred to the Custodian’s account) shall pay to the broker or other person specified by the Fund or its designee out of the moneys held for the account of such Portfolio the total amount payable upon such purchase, provided that the same conforms to the total amount payable as set forth in such Instruction. (b) Promptly after the sale of Securities, the Fund or its designee shall deliver to the Custodian an Instruction specifying with respect to each such sale: (1) the name of the Portfolio to which the Securities sold were specifically allocated; (2) the name of the issuer and the title of the Securities; (3) the number of shares or principal amount sold, and accrued interest, if any; (4) the date of sale; (5) the sale price per unit; (6) the total amount payable to the Portfolio upon such sale; and (7) the name of the broker through whom or the person to whom the sale was made. The Custodian Oral Instructionsor relevant Sub-Custodian shall deliver or cause to be delivered the Securities to the broker or other person designated by the Fund upon receipt of the total amount payable to such Portfolio upon such sale, specifying all information provided that the same conforms to the total amount payable to such Portfolio as set forth in such Instruction. Subject to the foregoing, the Custodian or relevant Sub-Custodian may reasonably request accept payment in such form as shall be satisfactory to settle such purchase or sale. Custodian shall account for all purchases it, and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each Fund understands that when Custodian is instructed to may deliver Securities against payment, delivery of such Securities and receipt of arrange for payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures customs prevailing among dealers in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct. 3. (c) Notwithstanding (a) and (b) above, cash in any of the Portfolios may be invested by the Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds for short term purposes pursuant to standing Instructions from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Xxxxxxxxx's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transactionFund.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. (a) Promptly after each the purchase or sale of Securities by a FundSecurities, the Fund or its designee shall deliver to the Custodian an Instruction specifying with respect to each such purchase: (1) the name of the Portfolio to which such Securities are to be specifically allocated; (2) the name of the issuer and the title of the Securities; (3) the number of shares or the principal amount purchased and accrued interest, if any; (4) the date of purchase and settlement; (5) the purchase price per unit; (6) the total amount payable upon such purchase; and (7) the name of the person from whom or the broker through whom the purchase was made, if any. The Custodian or specified Sub-Custodian shall receive the Securities purchased by or for a Certificate Portfolio and upon receipt thereof (or Instructions, upon receipt of advice from a Depository or if agreed between the Book-Entry System that the Securities have been transferred to the Custodian’s account) shall pay to the broker or other person specified by the Fund or its designee out of the moneys held for the account of such Portfolio the total amount payable upon such purchase; provided that the same conforms to the total amount payable as set forth in such Instruction. (b) Promptly after the sale of Securities, the Fund or its designee shall deliver to the Custodian an Instruction specifying with respect to each such sale: (1) the name of the Portfolio to which the Securities sold were specifically allocated; (2) the name of the issuer and the title of the Securities; (3) the number of shares or principal amount sold, and accrued interest, if any; (4) the date of sale; (5) the sale price per unit; (6) the total amount payable to the Portfolio upon such sale; and (7) the name of the broker through whom or the person to whom the sale was made. The Custodian Oral Instructionsor relevant Sub-Custodian shall deliver or cause to be delivered the Securities to the broker or other person designated by the Fund upon receipt of the total amount payable to such Portfolio upon such sale; provided that the same conforms to the total amount payable to such Portfolio as set forth in such Instruction. Subject to the foregoing, specifying all information the Custodian or relevant Sub-Custodian may reasonably request accept payment in such form as shall be satisfactory to settle such purchase or sale. Custodian shall account for all purchases it, and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each Fund understands that when Custodian is instructed to may deliver Securities against payment, delivery of such Securities and receipt of arrange for payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures customs prevailing among dealers in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct. 3. (c) Notwithstanding (a) and (b) above, cash in any of the Portfolios may be invested by the Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds for short term purposes pursuant to standing Instructions from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Xxxxxxxxx's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transactionFund.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. a. Promptly after each purchase Customer's investment adviser (or sale of Securities by a Fundany sub-adviser) purchases Securities, the Fund Customer shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, Wachovia (as custodian) Proper Instructions specifying for each purchase all information Custodian Wachovia may reasonably request to settle such purchase. Wachovia shall upon receipt of Securities purchased by or for a Fund pay out of the monies held for the account of a Fund the total amount payable to the person from whom or the broker through whom the purchase was made, provided that the same conforms to the total amount payable as set forth in Proper Instructions. b. Promptly after Customer's investment adviser (or any sub-adviser) sells Securities, Customer shall deliver to Wachovia (as Custodian) Proper Instructions, specifying for each sale all information Wachovia may reasonably request to settle such sale. Custodian Wachovia shall account deliver the Securities upon receipt of the total amount payable to the Fund upon sale, provided that the same conforms to the total amount payable as set forth in Proper Instructions. Subject to the foregoing, Wachovia may accept payment in any form as shall be satisfactory to it, and may deliver Securities and arrange for all purchases and sales of Securities on payment in accordance with the actual settlement date unless otherwise agreed by Custodiancustoms prevailing among dealers in Securities. 2. Each Fund c. Customer understands that when Custodian Wachovia is instructed to deliver Securities against payment, delivery of such the Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund Customer assumes full responsibility for all risks, including, without limitation, credit risks, risks involved in connection with such deliveries Wachovia's delivery of SecuritiesSecurities pursuant to Proper Instructions of Customer. d. Upon Customer's Proper Instructions, except the foregoing Wachovia shall purchase or sell Securities and is authorized to use any broker or agent in connection with these transactions, but shall use affiliates of Wachovia only as Customer directs. Wachovia shall not excuse Custodian's acting be liable for the acts or omissions of any broker or agent (except an affiliate of Wachovia). e. Except as otherwise provided by law, a cash account (including subdivisions of accounts maintained in different currencies) shall constitute one single and indivisible Account. Consequently, Wachovia has the right to transfer the balance of any subaccount of a cash account to any other subaccount of a cash account. Wachovia shall notify Customer of any such transfers. (i) For puts, calls and futures traded on securities exchanges, Nasdaq, over-the-counter, or commodities exchanges, Wachovia shall take action as to put options and call options Customer purchases or sells (writes) regarding escrow or other arrangements in accordance with such practices the provisions of any agreement entered into upon receipt of Proper Instructions among Wachovia, any broker-dealer that is a member of the NASD or futures commission merchant registered under the Commodity Exchange Act, and, if necessary, Customer, relating to compliance with rules of the Options Clearing Corporation or Commodities Futures Trading Commission, and procedures in a manner that constitutes negligenceof any registered national securities exchange, bad faith or willful misconductof any similar organization or organizations. 3(ii) Unless another agreement requires it to do so, Wachovia shall be under no obligation or duty to see that Customer has deposited or is maintaining adequate margin, if required, with any broker or futures commission merchant in connection with any option, futures, puts or calls, nor shall Wachovia be under any obligation or duty to present the option to the broker or futures commission merchant for exercise unless it receives Proper Instructions from Customer. Custodian mayWachovia shall have no responsibility for the legality of any put, as call or option sold on Customer's behalf, the propriety of any purchase or sale, or the adequacy of any collateral delivered to a matter of bookkeeping convenience broker or by separate agreement futures commission merchant in connection with a Fundput, credit call or option or deposited to or withdrawn from any Account. Wachovia specifically, but not by way of limitation, shall not be under any obligation or duty to: (x) periodically check with or notify Customer that the Account with amount of collateral a broker or futures commission merchant holds is sufficient to protect the proceeds from broker or futures commission merchant or Customer against any loss; (y) effect the salereturn of any collateral delivered to a broker or futures commission merchant; or (z) advise Customer that any option it holds has expired or is about to expire, redemption or other disposition subject to the requirement of Securities or interest, dividends or other distributions payable on Securities prior Paragraph 5b. to its actual receipt of final payment thereforpromptly transmit notices. All such credits These obligations and duties shall be conditional until XxxxxxxxxCustomer's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transactionsole responsibility.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase or sale On the basis of Securities by a Fundthe representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Fund shall deliver Company agrees to Custodian a Certificate or Instructionsissue and sell the Securities to the Underwriter, or if agreed between and the Fund and Custodian Oral Instructions, specifying all information Custodian may reasonably request Underwriter agrees to settle purchase from the Company the Securities as set forth opposite the name of such purchase or sale. Custodian shall account for all purchases and sales of Securities Underwriter below on the actual settlement date unless otherwise agreed signature page hereof. The pricing terms of the purchase of the Units by Custodian. 2the Underwriter and the pricing terms of the offering of the Units to the public are as set forth in Schedule III hereto. Each Fund understands that when Custodian is instructed In addition, the Company hereby grants to deliver the Underwriter the option to purchase an aggregate of up to 15% of the Securities against paymentpurchased pursuant to this Agreement (the “Additional Securities”) and, delivery upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase, from the Company (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of such Additional Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities as may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occursnecessary to cover over-allotments, includingif any, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved made in connection with such deliveries the offering of the Securities, except at the foregoing same purchase price per share to be paid by the Underwriter to the Company for the Securities. This option may be exercised by you in whole or in part, and at any time or from time to time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall not excuse Custodian's acting in accordance with set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such practices date and procedures in a manner time being herein referred to as an “Option Closing Date”); provided, however, that constitutes negligence, bad faith or willful misconduct. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits no Option Closing Date shall be conditional until Xxxxxxxxx's actual receipt of final payment and may be reversed by Custodian earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised with respect to the extent that final payment is not receivedAdditional Securities to be purchased on such Option Closing Date nor later than the fifth business day after the date on which the option shall have been exercised with respect to the Additional Securities to be purchased on such Option Closing Date unless the Company and you otherwise agree. Custodian Unless the context otherwise requires, references herein to the “Securities” shall notify also refer to and include the appropriate Fund at least 48 hours prior to any such reversal, but such reversal Additional Securities. Payment of the purchase price and delivery for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Securities as set forth in subparagraph (b) below. Any closing of the date Custodian determines it has not received final payment. Payment with respect purchase of Additional Securities hereunder is hereinafter referred to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transactionas an “Option Closing”).

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by a the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between with respect to a purchase or sale of a Security generally required to be settled on the Fund and Custodian same day the purchase or sale is made, Oral Instructions, Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each The Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each The Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Xxxxxxxxx's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

Purchase and Sale of Securities. CREDITS TO ACCOUNT(a) At the Closing (as defined below), upon the terms and conditions set forth in this Agreement and pursuant to the Plan, Executive will purchase, and the Company will sell, a number of Class A Common Units equal to the Number of Common Units at a price per unit of $ (the “Purchased Securities”). 1. Promptly after each purchase or sale of Securities by a Fund(b) Subject to the terms and conditions contained in this Agreement, the Fund closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 000 Xxxxxxxxxx Xxxx, Xxxxxxxx Xxx, Xxxxx 000, Xxxxxx, XX 00000 on the date hereof or at such other time and date or at such other place as the Company and Executive may determine. The date on which the Closing occurs is referred to herein as the “Closing Date.” (c) At the Closing, Executive shall deliver to Custodian the Company an amount of cash equal to the Aggregate Units Purchase Price by means of a Certificate check or Instructionswire transfer of immediately available funds to an account designated by the Company, and the Company shall update the Unit Ownership Ledger (as defined in the LLC Agreement) to reflect the issuance of the Purchased Securities to Executive (including recording a Capital Contribution by Executive in respect of the Purchased Securities equal to the Aggregate Units Purchase Price). (d) In connection with the purchase and sale of the Purchased Securities, Executive represents and warrants to the Company that as of the date hereof and as of the Closing: (i) The Purchased Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or if agreed between intention of, distribution thereof in violation of the Fund Securities Act, or any applicable state or foreign securities laws, and Custodian Oral Instructions, specifying all information Custodian may reasonably request to settle such purchase the Purchased Securities will not be disposed of in contravention of the Securities Act or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodianany applicable state or foreign securities laws. 2. Each Fund understands that when Custodian is instructed to deliver Securities against payment(ii) This Agreement constitutes the legal, delivery valid and binding obligation of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contraryExecutive, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian enforceable in accordance with its terms, and the customary execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or established securities trading cause a breach of any agreement or securities processing practices instrument to which Executive is a party or subject or any judgment, order or decree to which Executive is subject. (iii) Executive is an employee of the Company, VWR or their respective Subsidiaries, is sophisticated in financial matters and procedures is able to evaluate the risks and benefits of the investment in the jurisdiction in which Purchased Securities. (iv) If the transaction occurs, Company has notified Executive (including, without limitation, delivery by a notice set forth on the signature page attached hereto) that it is relying or may rely on an exemption pursuant to a purchaser Regulation D of the Securities Act for the issuance of the Purchased Securities to Executive, Executive is an “accredited investor” within the meaning of Regulation D of the Securities Act. (v) Executive is able to bear the economic risk of his investment in the Purchased Securities for an indefinite period of time because the Purchased Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or dealer therefor an exemption from such registration is available. (vi) Executive (A) has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Purchased Securities, (B) has had full access to such other information concerning the Company, VWR and their respective Subsidiaries as he or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved she has requested in connection with such deliveries the investments contemplated hereby and (C) has received and reviewed a copy of Securitieseach of the Transaction Documents and the Confidential Information Memorandum, except dated November 20, 2013, from VWR a reasonable period of time before the foregoing date hereof. (vii) Executive is neither party to, nor bound by, any employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement, other than with the Company, if any. (viii) Executive is a resident of the city, state and country indicated in Executive’s Address. (e) Executive acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws. (f) As an inducement to the Company to issue the Purchased Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Purchased Securities to Executive nor any provision contained in this Agreement shall not excuse Custodian's acting entitle Executive to remain in accordance with such practices the employment of the Company, VWR or their respective Subsidiaries or affect the right of the Company, VWR or their respective Subsidiaries to terminate Executive’s employment at any time for any reason. (g) At the Closing, if Executive is lawfully married and procedures Executive’s Address or the permanent residence of Executive’s spouse is located in a manner that constitutes negligencecommunity property jurisdiction, bad faith or willful misconductExecutive’s spouse shall execute and deliver to the Company the Consent in the form of Exhibit A attached hereto. 3(h) Executive acknowledges that he is a party to the LLC Agreement and the Securityholders Agreement and that the Purchased Securities shall be subject to the provisions of such agreements. Custodian mayFor purposes of the LLC Agreement, the Securityholders Agreement and the Plan, this Agreement shall constitute a Management Unit Purchase Agreement. (i) The Company and Executive hereby acknowledge and agree that this Agreement has been executed and delivered, and the Purchased Securities have been issued hereunder, in connection with and as a matter part of bookkeeping convenience or by separate agreement with a Fundthe compensation and incentive arrangements between the Company and Executive, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Xxxxxxxxx's actual receipt of final payment and may be reversed by Custodian pursuant and subject to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as provisions of the date Custodian determines it has not received final paymentPlan. Payment with respect Executive agrees to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible bound by and not subject to any security interest, levy or other encumbrance, the terms and which are specifically applicable to such transactionconditions of the Plan.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by a the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between with respect to a purchase or sale of a Security generally required to be settled on the Fund and Custodian same day the purchase or sale is made, Oral Instructions, Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each The Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, limitation delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each The Fund assumes full responsibility for all risks, including, without limitation, credit risksrisks as contemplated in this section hereto, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until XxxxxxxxxCustodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which that under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by a Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until XxxxxxxxxCustodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by a the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between with respect to a purchase or sale of a Security generally required to be settled on the Fund and Custodian same day the purchase or sale is made, Oral Instructions, Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian., 2. Each Custodian shall release and deliver securities owned by a Fund understands that when which are held by the Custodian is instructed to deliver Securities against payment, delivery or in a Depository account of such Securities and the Custodian only upon receipt of payment therefor Instructions, which may not be completed simultaneouslycontinuing instructions when deemed appropriate by the parties. Notwithstanding any provision in this Agreement Unless an Instruction states to the contrary, settlementsCustodian shall only release and deliver securities from the account of a Fund upon receipt of payment thereof, payments and deliveries In the case of Securities may be effected by a sale through a Depository, the Custodian or any Subcustodian in accordance with shall transfer securities sold for the customary or established securities trading or securities processing practices and procedures in account of a Fund upon (i) receipt of advice from the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later Depository that payment for such Securities. Each Fund assumes full responsibility securities has been transferred to the account of the Custodian at the Depository, and {ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for all risks, including, without limitation, credit risks, involved in connection with such deliveries the account of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconductFund. 3. Upon receipt of Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall payout moneys of a Fund upon the purchase of securities for the account of the Fund against the delivery of such securities to the Custodian. In the case of a purchase effected through a Depository the Custodian shall pay for securities purchased for the account of each Fund upon (i) receipt of advice from the Depository that such securities have been transferred to the account of the Custodian at the Depository, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. 4. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Xxxxxxxxx's Custodian’s actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "“final" ” until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by a Fund, By checking the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision box(es) below in this Agreement Step 8, you hereby appoint the Advisory Firm or individual named herein as your Advisor and attorney-in-fact (“Advisor”), to buy, sell (including short sales), and trade in stocks, bonds, and any other securities and/or contracts relating to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian same in accordance with the customary RIA Customer Agreement applicable to this account held in your name, or established securities trading number on our books, without notice to you. Your Advisor is authorized to affect such transactions in your account via any available medium, electronic access or securities processing practices otherwise, including but not limited to electronic access via personal computer or phone. You hereby agree to indemnify and procedures hold harmless Axos Clearing LLC (“Axos Clearing”), its affiliates and their directors, officers, employees, and advisors, including all of those associated with or under its Axos Advisor Services name, from and against all claims, actions, costs, and liabilities, including attorneys’ fees, arising out of or related to reliance on this authorization and to pay promptly on demand any and all losses arising therefrom or debit balance due thereon. In all such purchases, sales, or trades, Axos Clearing is authorized to follow the instructions of your Advisor in every respect concerning your account with Axos Clearing; and your Advisor is authorized to act for you and on your behalf in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt same manner and with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices same force and procedures in a manner that constitutes negligence, bad faith effect as you might or willful misconduct. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Xxxxxxxxx's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment could do with respect to such purchases, sales, or trades, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or trades, including without limitation the delivery of securities or monies from the account in the Account Owner(s) name and the provision of securities cost basis method selection and/or information for purposes of cost basis or tax reporting. You hereby ratify and confirm any and all transactions with Axos Clearing heretofore or hereafter made by your Advisor for your account. This authorization and indemnity is in addition to, and in no way limits or restricts, any rights which Axos Clearing may have under any other agreement or agreements between you and Axos Clearing. If this is a transaction will not be "final" fiduciary account, Account Owner(s) affirm(s) that this grant of limited trading authority has been conferred consistent with any fiduciary duties or powers of Account Owner(s). This authorization is a continuing one and shall remain in full force and effect until Custodian (i) we are notified by a written notice delivered to Axos Clearing of your death or incapacity or (ii) you change or revoke this authorization by a written notice to Axos Clearing. We shall have received immediately available funds no duty of inquiry. Until we receive such written revocation, we are entitled to act in reliance on this authorization and indemnity. Any revocation of this authorization shall have no effect on any liability which under applicable local lawresults from transactions initiated before we receive written notice of revocation. This authorization and indemnity shall inure to the benefit of our firm and of any successor firm or firms, rule and/or practice are irreversible and not subject to irrespective of any security interest, levy change or other encumbrancechanges at any time in the personnel thereof for any causes whatsoever, and which of the assigns of our present firm or any successor firms. You have carefully read this power of attorney and indemnity and understand that it authorizes your Advisor named herein to exercise rights and powers over your accounts as if you had exercised them yourself and that your Advisor’s actions and instructions with respect to your accounts are specifically applicable fully binding on you. I hereby authorize the Advisor identified in Section 1 to such transaction.execute trades in my account. Please check the box to indicate your approval. (If joint account, both parties must check) Primary Account Owner Authorization  Joint Account Owner Authorization

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by a Fundthe Trust, the Fund Trust shall deliver to Custodian a Certificate or Instructions, or if agreed between with respect to a purchase or sale of a Security generally required to be settled on the Fund and Custodian same day the purchase or sale is made, Oral Instructions, Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each Fund The Trust understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund The Trust assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fundthe Trust, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Xxxxxxxxx's Custodian’s actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "“final" ” until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by a the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each The Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor therefore may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries delivery of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor therefore (or agent) against receipt with the expectation of receiving later payment for such Securities. Each The Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a the Fund, credit the Cash Account with the proceeds from the any sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefortherefore. All such credits shall be conditional until Xxxxxxxxx's Custodian’s actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "final" considered final until Custodian shall have received immediately available funds funds, which under local applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by a the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between with respect to a purchase or sale of a Security generally required to be settled on the Fund and Custodian same day the purchase or sale is made, Oral Instructions, Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each The Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each The Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until XxxxxxxxxCustodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase By signing and returning this application, you hereby appoint the Advisory Firm or sale of Securities by a Fundindividual named in Step 2 as your Advisor and attorney-in-fact (“Advisor”), the Fund shall deliver to Custodian a Certificate or Instructionsexecute, or if agreed between the Fund buy, sell (including short sales), and Custodian Oral Instructionstrade in stocks, specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases bonds, and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement other securities and/or contracts relating to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian same in accordance with the customary RIA Customer Agreement applicable to this account held in your name, or established securities trading number on our books, without notice to you. Your Advisor is authorized to affect such transactions in your account via any available medium, electronic access or securities processing practices otherwise, including but not limited to electronic access via personal computer or phone. You hereby acknowledge that investment related materials, including annual reports and procedures initial purchase prospectus materials, will be delivered to your Advisor unless your Advisor requests that they be delivered to the Account holder(s). You hereby agree to indemnify and hold harmless Axos Clearing LLC (“Axos Clearing”), its affiliates and their directors, officers, employees, and advisors, including all of those associated with or under its Axos Advisor Services name, from and against all claims, actions, costs, and liabilities, including attorneys’ fees, arising out of or related to reliance on this authorization and to pay promptly on demand any and all losses arising therefrom or debit balance due thereon. In all such purchases, sales, or trades, Axos Clearing is authorized to follow the instructions of your Advisor in every respect concerning your account with Axos Clearing; and your Advisor is authorized to act for you and on your behalf in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt same manner and with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices same force and procedures in a manner that constitutes negligence, bad faith effect as you might or willful misconduct. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Xxxxxxxxx's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment could do with respect to such purchases, sales, or trades, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or trades, including without limitation the delivery of securities or monies from the account in the Account Holder(s) name and the provision of securities cost basis method selection and/or information for purposes of cost basis or tax reporting. You hereby ratify and confirm any and all transactions with Axos Clearing heretofore or hereafter made by your Advisor for your account. This authorization and indemnity is in addition to, and in no way limits or restricts, any rights which Axos Clearing may have under any other agreement or agreements between you and Axos Clearing. If this is a transaction will not be "final" fiduciary account, Account Holder(s) affirm(s) that this grant of limited trading authority has been conferred consistent with any fiduciary duties or powers of Account Holder(s). This authorization is a continuing one and shall remain in full force and effect until Custodian (i) we are notified by a written notice delivered to Axos Clearing of your death or incapacity or (ii) you change or revoke this authorization by a written notice to Axos Clearing. We shall have received immediately available funds no duty of inquiry. Until we receive such written revocation, we are entitled to act in reliance on this authorization and indemnity. Any revocation of this authorization shall have no effect on any liability which under applicable local lawresults from transactions initiated before we receive written notice of revocation. This authorization and indemnity shall inure to the benefit of our firm and of any successor firm or firms, rule and/or practice are irreversible and not subject to irrespective of any security interest, levy change or other encumbrancechanges at any time in the personnel thereof for any causes whatsoever, and which of the assigns of our present firm or any successor firms. You have carefully read this power of attorney and indemnity and understand that it authorizes your Advisor named herein to exercise rights and powers over your accounts as if you had exercised them yourself and that your Advisor’s actions and instructions with respect to your accounts are specifically applicable fully binding on you. You agree to such transactionhave your Advisor receive duplicate statements and trade confirmations.

Purchase and Sale of Securities. CREDITS TO ACCOUNT 1. Promptly after each purchase or sale of Securities by a Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian. 2. Each Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian's acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct. 3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment Schedule II-12 therefor. All such credits shall be conditional until XxxxxxxxxCustodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.