Common use of Reliance on Instructions Clause in Contracts

Reliance on Instructions. (a) The Issuing and Paying Agent shall incur no liability to the Company in acting hereunder upon instructions, certificates, notices, Notes and other documents contemplated hereby that the Issuing and Paying Agent believed in good faith to have been properly given and/or executed. In the event that the instructions as originally received by the Issuing and Paying Agent are inconsistent with any subsequent written confirmation thereof, such original instructions will be deemed controlling, provided the Issuing and Paying Agent gives notice to the Company (by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writing) of such inconsistency promptly upon receipt of such written confirmation. (b) The Issuing and Paying Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Issuing and Paying Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Issuing and Paying Agent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods instructions, and the Issuing and Paying Agent in its discretion elects to act upon such instructions, the Issuing and Paying Agent’s understanding of such instructions shall be deemed controlling, provided the Calculation Agent gives notice to the Company (by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writing) of such inconsistency promptly upon receipt of such written confirmation. Solely with respect to this subsection 18(c), the Issuing and Paying Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Issuing and Paying Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Issuing and Paying Agent, including without limitation the risk of the Issuing and Paying Agent acting on unauthorized instructions, and the risk or interception and misuse by third parties.

Reliance on Instructions. (a) The Issuing Custodian is authorized to accept and Paying Agent shall incur no liability to be fully protected if it relies upon the Company in acting hereunder upon instructionsinstructions given by any authorized officer, certificatesemployee or agent of the Program Administrator, notices, Notes and other documents contemplated hereby that including any oral instructions which the Issuing and Paying Agent believed individual receiving such instructions on behalf of the Custodian believes in good faith to have been properly given and/or executed. In by an authorized officer, employee or agent of the event that the Program Administrator, and all authorizations shall remain in full force and effect until canceled or superseded by subsequent instructions as originally received by the Issuing and Paying Agent appropriate account officer of the Custodian. The authorized officers, employees or agents of the Program Administrator shall be only such persons as are inconsistent with any subsequent written confirmation thereof, such original instructions will be deemed controlling, provided the Issuing and Paying Agent gives notice designated in writing to the Company (Custodian by unsecured e-mailthe Program Administrator. The Custodian may rely on instructions received by telephone, pdftested telex, TWX, facsimile transmission or other by bank wire which the Custodian believes in good faith to have been given by an authorized person. The Custodian may also rely on instructions transmitted electronically through a customer data entry system or any similar unsecured electronic methods or instruction system acceptable to the Custodian. Any instructions delivered to the Custodian by telephone shall promptly thereafter be confirmed in writing by an authorized person, but the Custodian will incur no liability for the Program Administrator’s failure to send such confirmation in writing) of such inconsistency promptly upon receipt of such written confirmation. Instructions are deemed given to the Custodian when actually received by the Custodian. (b) The Issuing In the absence of bad faith or negligence on its part, the Custodian may conclusively rely, as to the truth and Paying Agent agrees correctness of the statements expressed in notices, certificates or documents submitted to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Issuing and Paying Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Issuing and Paying Agent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods instructionsit, and the Issuing and Paying Agent Custodian need not investigate any fact or matter stated in its discretion elects any such notice, certificate or document submitted to act upon such instructions, it or verify the Issuing and Paying Agent’s understanding of such instructions shall be deemed controlling, provided the Calculation Agent gives notice to the Company (by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writing) of such inconsistency promptly upon receipt of such written confirmation. Solely with respect to this subsection 18(c), the Issuing and Paying Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Issuing and Paying Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out accuracy of the use of such electronic methods to submit instructions and directions to the Issuing and Paying Agent, including without limitation the risk of the Issuing and Paying Agent acting on unauthorized instructions, and the risk or interception and misuse by third partiescontents thereof.

Reliance on Instructions. BBH shall not be liable for, and shall be indemnified by the Trust against any and all losses, costs, damages or expenses arising from or as a result of, any action taken or omitted in reliance upon Instructions (as hereinafter defined) or upon any other written notice, request, direction, instruction, certificate or other instrument believed by it to be genuine and signed or authorized by the proper party or parties. (a) The Issuing and Paying Agent Instructions shall incur no liability mean a written request, direction, instruction or certification signed or initialed on behalf of the Trust by one or more persons as the Trust shall have from time to the Company in acting hereunder upon instructionstime authorized (“Authorized Person” or “Authorized Persons”). Authorized Persons may be identified by name, certificates, notices, Notes title or position. Telephonic and other documents contemplated hereby that oral instructions or instructions given by facsimile transmission may be given by any one of the Issuing and Paying Agent believed in good faith Authorized Persons. Such instructions shall be considered Instructions if BBH reasonably believes them to have been properly given and/or executedby an Authorized Person. In no event shall Instructions be in the event that the instructions as originally received by the Issuing and Paying Agent are inconsistent with any subsequent written confirmation thereof, such original instructions will be deemed controlling, provided the Issuing and Paying Agent gives notice to the Company (by unsecured e-form of electronic mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writing) of such inconsistency promptly upon receipt of such written confirmation. (b) The Issuing and Paying Agent agrees to accept and act upon Where Instructions are conveyed through facsimile transmissions, the Trust hereby acknowledges that (i) receipt of legible instructions or directions pursuant to this Agreement sent by unsecured e-mailcannot be assured, pdf, (ii) BBH cannot verify that authorized signatures on facsimile transmission or other similar unsecured electronic methods, provided, however, that the Issuing and Paying Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Issuing and Paying Agent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods instructionsInstructions are original, and the Issuing and Paying Agent in its discretion elects to act upon such instructions, the Issuing and Paying Agent’s understanding of such instructions shall be deemed controlling, provided the Calculation Agent gives notice to the Company (by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writingiii) of such inconsistency promptly upon receipt of such written confirmation. Solely with respect to this subsection 18(c), the Issuing and Paying Agent BBH shall not be liable responsible for any losses, costs losses or expenses arising directly incurred through actions taken in reliance on such Instructions. The Trust agrees that such facsimile Instructions shall be conclusive evidence of the Trust’s Instruction to BBH to act or indirectly from to omit to act. (c) Instructions given orally will be confirmed by written Instructions in the Issuing and Paying Agent’s manner set forth above in Section 9(a), including by facsimile, but the lack of such confirmation shall in no way affect any action taken by BBH in reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instructionoral Instructions. The Company Trust authorizes BBH to tape record any and all telephonic or other oral Instructions given to BBH by or on behalf of the Trust (including any of its officers, directors, trustees, employees or agents or any investment manager or adviser or person or entity with similar responsibilities which is authorized to give Instructions on behalf of the Trust to BBH). The Trust agrees to assume all risks arising out solicit valid written or other consent from any of the use of such electronic methods its employees in respect to submit instructions and directions telephonic recordings to the Issuing and Paying Agent, including without limitation the risk of the Issuing and Paying Agent acting on unauthorized instructions, and the risk or interception and misuse extent such consent is required by third partiesapplicable law.

Reliance on Instructions. (a) The Issuing Except as otherwise expressly provided in this Agreement, any statement, certificate, notice, request, consent, approval or other instrument to be delivered or furnished by the Grantor, its designated Investment Manager or the Beneficiary shall be sufficiently executed if executed by an Authorized Person or by agents and Paying Agent shall incur no liability attorneys-in-fact acting under written authority furnished to the Company in acting hereunder upon instructions, certificates, notices, Notes and other documents contemplated hereby that the Issuing and Paying Agent believed in good faith to have been properly given and/or executed. In the event that the instructions as originally received Trustee by the Issuing Grantor, its designated Investment Manager or the Beneficiary, and Paying Agent are inconsistent with any subsequent written confirmation thereofthe Trustee is authorized to follow and rely upon all Instructions, such original instructions will be deemed controllingincluding, provided the Issuing and Paying Agent gives notice to the Company (without limitation, Instructions given by unsecured letter or by e-mail, pdf, facsimile transmission or and other similar unsecured electronic methods (“Electronic Methods”) if the Trustee reasonably believes such Instructions to be genuine and to have been signed, sent or presented by telephone promptly confirmed the proper party or parties. The Trustee shall not incur any liability (i) resulting from actions taken by the Trustee in writingreliance in good faith on such Instructions; (ii) in executing Instructions (A) from any Authorized Person that is delivered prior to receipt by it of a more current certificate of Authorized Persons removing such prior Authorized Person or (B) from any agent or attorney-in-fact of the Grantor, any Investment Manager or the Beneficiary that are delivered prior to receipt by it of notice of the revocation of the written authority of such inconsistency promptly upon receipt agent or attorney-in-fact to act on behalf of such written confirmation.Party. Each of the Grantor and the Beneficiary acknowledges and agrees that (x) it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee, and that there may be more secure methods of transmitting Instructions than the method selected by the sender; (y) that the security procedures, if any, to be followed in connection with a transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and that it shall (b) The Issuing Each of the Grantor and Paying Agent agrees the Beneficiary hereby authorize the Trustee to accept rely upon and act upon instructions or directions pursuant to this Agreement comply with Instructions and directions, including funds transfer Instructions and Corporate Action Instructions, sent by unsecured S.W.I.F.T, e-mail, pdf, facsimile transmission or and other similar unsecured secure electronic methodstransmissions containing applicable authorization codes, providedpasswords and/or authentication keys issued by the Trustee (“Secure Platform”), however, that or another method or system specified by the Issuing and Paying Agent shall have received an incumbency certificate listing persons designated Trustee as available for use in connection with its services hereunder by Persons reasonably believed by the Trustee to be authorized to give such instructions or Instructions and directions and containing specimen signatures on behalf of such designated personsthe Grantor and/or the Beneficiary, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from as the listingcase may be. If the Company elects Grantor or Beneficiary elect to give transmit Instructions (including Corporate Action Instructions) through an on-line communication system electronic platform offered by the Issuing Trustee or an Affiliate of the Trustee, such access to and Paying Agent use thereof shall be subject to any the terms and conditions contained in a separate written agreement. The Grantor and Beneficiary shall each be responsible for requesting access to any such electronic platform and completing the documentation required for such access and nothing herein shall obligate the Trustee to ensure any such access. Should the Grantor or Beneficiary fail to, or elect not to, avail itself of such access, neither the Trustee nor any Affiliate of the Trustee accepts any responsibility whatsoever for any Losses arising as a result of the lack of such access in connection with its services under this Agreement. If the Grantor or Beneficiary elect (with the Trustee’s prior consent) to transmit Instructions through an on-line communications service owned or operated by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods instructions, and the Issuing and Paying Agent in its discretion elects to act upon such instructionsa third party, the Issuing Grantor and Paying Agent’s understanding Beneficiary, as applicable, agrees that the Trustee shall not be responsible or liable for the reliability or availability of any such instructions shall be deemed controlling, provided the Calculation Agent gives notice to the Company (by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writing) of such inconsistency promptly upon receipt of such written confirmationservice. Solely Except as set forth below with respect to this subsection 18(c)funds transfers, the Issuing Trustee shall have no duty or obligation to verify or confirm that the Person who sent such Instructions or directions is, in fact, a Person authorized to give Instructions or directions on behalf of the Grantor and/or the Beneficiary (other than to verify that the signature on a facsimile is the signature of a Person authorized to give Instructions and Paying Agent directions on behalf of such party); and the Trustee shall not be liable have no liability for any losses, costs Losses incurred or expenses arising directly or indirectly from sustained by the Issuing and Paying Agent’s Grantor and/or the Beneficiary as a result of such reliance upon and or compliance with such instructions notwithstanding such instructions conflict Instructions or are inconsistent with a subsequent written instructiondirections. The Company Each of the Grantor and the Beneficiary agrees to assume all risks arising out of the use of such electronic methods Electronic Methods to submit instructions and directions Instructions to the Issuing and Paying AgentTrustee, including without limitation the risk of the Issuing and Paying Agent Trustee acting on unauthorized instructionsInstructions, and the risk or of interception and misuse by third parties. (c) With respect to any “funds transfer,” as defined in Article 4-A of the Uniform Commercial Code, the following security procedure will apply unless a Secure Platform is utilized to send Instructions or an alternative authentication method is selected by the Grantor or Beneficiary, as applicable: a payment Instruction of the Grantor or the Beneficiary, as the case may be, is to include the name and (in the case of a facsimile) signature of the Person initiating the funds transfer request. If the name is listed as an Authorized Person on the relevant account, the Trustee will confirm the Instructions by telephone call to any Person listed as an Authorized Person on the account, who may be the same Person who initiated the instruction. When calling back, the Trustee will request from the staff member of the Grantor or the Beneficiary, as the case may be, his or her name. If the name is listed in the Trustee’s records as an Authorized Person, the Trustee will confirm the Instructions with respect to amount, names and numbers of accounts to be charged or credited and other relevant reference information. Where the Agreement contemplates joint payment Instructions from the Grantor and Beneficiary,

Reliance on Instructions. (a) The Issuing and Paying Agent shall incur no liability Subject to the Company terms below, Bank shall be entitled to rely upon any Written or Oral Instruction actually received by Bank and reasonably believed by Bank to be duly authorized and delivered. Client agrees that an Authorized Person shall forward to Bank Written Instructions confirming Oral Instructions in acting hereunder upon instructions, certificates, notices, Notes and other documents contemplated hereby such manner so that such Written Instructions are received by Bank by the close of business of the same day that such Oral Instructions are given to Bank. Client agrees that the Issuing and Paying Agent believed in good faith to have been properly given and/or executed. In the event fact that the instructions as originally such confirming Written Instructions are not received or that contrary Written Instructions are received by Bank shall in no way affect the Issuing validity or enforceability of the transactions authorized by such Oral Instructions and Paying Agent are inconsistent with any subsequent written confirmation thereof, such original instructions will be deemed controlling, provided the Issuing and Paying Agent gives notice to the Company (effected by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writing) of such inconsistency promptly upon receipt of such written confirmationBank. (b) The Issuing If Bank receives Written Instructions which appear on their face to have been transmitted by an Authorized Person via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, Client understands and Paying Agent agrees that Bank cannot determine the identity of the actual sender of such Written Instructions and that Bank shall conclusively presume that such Written Instructions have been sent by an Authorized Person. Client shall be responsible for ensuring that only Authorized Persons transmit Written Instructions to accept Bank and act upon instructions or directions that all Authorized Persons treat applicable user and authorization codes, passwords and/or authentication keys with extreme care. (c) Client acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Written Instructions to Bank and that there may be more secure methods of transmitting Written Instructions than the method(s) selected by Client. Client agrees that the security procedures (if any) to be followed in connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (d) If Client elects to transmit Written Instructions through an on-line communication system offered by Bank, Client’s use thereof shall be subject to the Terms and Conditions which are contained in the agreement for custodial services between Client and Bank pursuant to this Agreement sent by unsecured e-mailwhich the Accounts are established, pdfor in the absence thereof, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Issuing Bank’s standard Terms and Paying Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures Conditions for use of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listingsystem. If the Company Client elects (with Bank’s prior consent) to give the Issuing and Paying Agent transmit Written Instructions through an on-line communications service owned or operated by unsecured e-maila third party, pdf, facsimile transmission or other similar unsecured electronic methods instructions, and the Issuing and Paying Agent in its discretion elects to act upon such instructions, the Issuing and Paying Agent’s understanding of such instructions shall be deemed controlling, provided the Calculation Agent gives notice to the Company (by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writing) of such inconsistency promptly upon receipt of such written confirmation. Solely with respect to this subsection 18(c), the Issuing and Paying Agent Client agrees that Bank shall not be responsible or liable for the reliability or availability of any losses, costs or expenses arising directly or indirectly from the Issuing and Paying Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Issuing and Paying Agent, including without limitation the risk of the Issuing and Paying Agent acting on unauthorized instructions, and the risk or interception and misuse by third partiesservice.

Reliance on Instructions. BBH shall not be liable for, and shall be indemnified by the Trust against any and all losses, costs, damages or expenses arising from or as a result of, any action taken or omitted in reliance upon Instructions (as hereinafter defined) or upon any other written notice, request, direction, instruction, certificate or other instrument believed by it to be genuine and signed or authorized by the proper party or parties. (a) The Issuing and Paying Agent Instructions shall incur no liability mean a written request, direction, instruction or certification signed or initialed on behalf of the Trust or the Advisor by one or more persons as the Trust or the Advisor shall have from time to the Company in acting hereunder upon instructionstime authorized (“Authorized Person” or “Authorized Persons”). Authorized Persons may be identified by name, certificates, notices, Notes title or position. Telephonic and other documents contemplated hereby that oral instructions or instructions given by facsimile transmission may be given by any one of the Issuing and Paying Agent believed in good faith Authorized Persons. Such instructions shall be considered Instructions if BBH reasonably believes them to have been properly given and/or executedby an Authorized Person. In no event shall Instructions be in the event that the instructions as originally received by the Issuing and Paying Agent are inconsistent with any subsequent written confirmation thereof, such original instructions will be deemed controlling, provided the Issuing and Paying Agent gives notice to the Company (by unsecured e-form of electronic mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writing) of such inconsistency promptly upon receipt of such written confirmation. (b) The Issuing and Paying Agent agrees to accept and act upon Where Instructions are conveyed through facsimile transmissions, the Trust hereby acknowledges that (i) receipt of legible instructions or directions pursuant to this Agreement sent by unsecured e-mailcannot be assured, pdf, (ii) BBH cannot verify that authorized signatures on facsimile transmission or other similar unsecured electronic methods, provided, however, that the Issuing and Paying Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Issuing and Paying Agent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods instructionsInstructions are original, and the Issuing and Paying Agent in its discretion elects to act upon such instructions, the Issuing and Paying Agent’s understanding of such instructions shall be deemed controlling, provided the Calculation Agent gives notice to the Company (by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writingiii) of such inconsistency promptly upon receipt of such written confirmation. Solely with respect to this subsection 18(c), the Issuing and Paying Agent BBH shall not be liable responsible for any losses, costs losses or expenses arising directly incurred through actions taken in reliance on such Instructions. The Trust agrees that such facsimile Instructions shall be conclusive evidence of the Trust‘s Instruction to BBH to act or indirectly from to omit to act. (c) Instructions given orally will be confirmed by written Instructions in the Issuing and Paying Agent’s manner set forth above in Section 9(a), including by facsimile, but the lack of such confirmation shall in no way affect any action taken by BBH in reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instructionoral Instructions. The Company Trust authorizes BBH to tape record any and all telephonic or other oral Instructions given to BBH by or on behalf of the Trust (including any of its officers, directors, trustees, employees or agents or any investment manager or adviser or person or entity with similar responsibilities which is authorized to give Instructions on behalf of the Trust to BBH). The Trust agrees to assume all risks arising out solicit valid written or other consent from any of the use of such electronic methods its employees in respect to submit instructions and directions telephonic recordings to the Issuing and Paying Agent, including without limitation the risk of the Issuing and Paying Agent acting on unauthorized instructions, and the risk or interception and misuse extent such consent is required by third partiesapplicable law.

Reliance on Instructions. (a) The Issuing and Paying Agent Custodian shall incur no liability be entitled to the Company rely upon any Instruction, notice or other instrument in acting hereunder upon instructions, certificates, notices, Notes and other documents contemplated hereby that the Issuing and Paying Agent believed in good faith to have been properly given and/or executed. In the event that the instructions as originally writing received by the Issuing Custodian and Paying Agent are inconsistent with any subsequent reasonably believed by the Custodian to be genuine and to be signed or provide orally by an officer or Authorized Person of the Funds. Whenever a Fund provides an oral Instruction it may elect to provide written confirmation thereof, thereof by the close of business on the day on which such original instructions will be deemed controlling, provided the Issuing and Paying Agent gives notice oral Instruction is given. The Custodian is authorized to the Company (by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writing) of act on any such inconsistency promptly upon oral Instruction prior to receipt of such a written confirmation. (b) The Issuing and Paying Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, it being agreed that the Issuing and Paying Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Issuing and Paying Agent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods instructions, and the Issuing and Paying Agent in its discretion elects to act upon such instructions, the Issuing and Paying Agent’s understanding of such instructions shall be deemed controlling, provided the Calculation Agent gives notice to the Company (by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods or by telephone promptly confirmed in writing) of such inconsistency promptly upon receipt of such written confirmation. Solely with respect to this subsection 18(c), the Issuing and Paying Agent Custodian shall not be liable for any lossesthe validity or enforceability of the transactions or action taken by the Custodian if the Custodian does not receive a written confirmation or such written confirmation is contrary, costs or expenses arising directly fails to conform, to the oral Instruction or indirectly from the Issuing and Paying AgentCustodian’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instructionunderstanding thereof. The Company agrees Custodian shall be fully protected in acting in accordance with all such Instructions and in failing to assume all risks arising out act in the absence thereof. The Custodian shall be under no duty to question any direction of an Authorized Person with respect to the portion of the use account over which such Authorized Person has authority, to review any property held in the account, to make any suggestions with respect to the investment and reinvestment of the assets in the account, or to evaluate or question the performance of any Authorized Person. If the Custodian receives an Instruction which appears on its face to have been transmitted by an Authorized Person via (i) computer facsimile, e-mail, the Internet or other insecure electronic method, or (ii) secure electronic transmission including passwords, authorization codes and/or authentication keys, the Funds understand and agree that the Custodian cannot determine the identity of the actual sender of such electronic methods to submit instructions Instruction and directions to that the Issuing and Paying Agent, including without limitation the risk of the Issuing and Paying Agent acting on unauthorized instructionsCustodian shall conclusively presume that such Instruction has been sent by an Authorized Person, and the risk Funds shall be responsible for ensuring that only Authorized Persons transmit such Instructions. The Custodian shall not be responsible or interception liable for any diminution of value of any Securities or other property held by the Custodian pursuant to Instructions. In following Instructions, the Custodian shall be fully protected and misuse shall not be liable for the acts or omissions of any person or entity not selected or retained by third partiesthe Custodian in its sole discretion, including but not limited to, any broker-dealer or other entity designed by the Fund or Authorized Person to hold property of the account as collateral or otherwise pursuant to an investment strategy. The Funds hereby acknowledge that they are fully informed of the protections and risks of transmitting Instructions (including oral Instructions) and delivering Certificates, and agree that the security procedures, if any, to be followed in connection therewith provide a reasonable degree of protection in light of their particular needs and circumstances.