Reports by Independent Registered Public Accountants. As of the Closing Date, the Issuer shall appoint a firm of Independent registered public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Indenture and the Series Supplement. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by, or termination by the Issuer of, such firm the Issuer shall provide written notice thereof to the Indenture Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent registered public accountants of recognized national reputation. If the Issuer shall fail to appoint a successor to a firm of Independent registered public accountants that has resigned or been terminated within fifteen (15) days after such resignation or termination, the Indenture Trustee shall promptly notify the Issuer of such failure in writing. If the Issuer shall not have appointed a successor within ten (10) days thereafter the Indenture Trustee shall promptly appoint a successor firm of Independent registered public accountants of recognized national reputation; provided that the Indenture Trustee shall have no liability with respect to such appointment. The fees of such Independent registered public accountants and its successor shall be payable by the Issuer as an Operating Expense.
Reports by Independent Registered Public Accountants. At the request of the Fund, the Custodian shall deliver to the Fund a written report, which may be in electronic form, prepared by the Custodian's independent registered public accountants with respect to the services provided by the Custodian under this Agreement, including, without limitation, the Custodian's accounting system, internal accounting control, financial strength and procedures for safeguarding cash, Securities and other Assets, including cash, Securities and other Assets deposited and/or maintained in a Securities System or with a Subcustodian. Such report shall be of sufficient scope and in sufficient detail as may reasonably be required by the Fund and as may reasonably be obtained by the Custodian.
Reports by Independent Registered Public Accountants. AS OF THE CLOSING DATE, THE ISSUER SHALL APPOINT A FIRM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL REPUTATION FOR PURPOSES OF PREPARING AND DELIVERING THE REPORTS OR CERTIFICATES OF SUCH ACCOUNTANTS REQUIRED BY THIS INDENTURE AND THE SERIES SUPPLEMENT. IN THE EVENT SUCH FIRM REQUIRES THE INDENTURE TRUSTEE TO AGREE TO THE PROCEDURES PERFORMED BY SUCH FIRM, THE ISSUER SHALL DIRECT THE INDENTURE TRUSTEE IN WRITING TO SO AGREE; IT BEING UNDERSTOOD AND AGREED THAT THE INDENTURE TRUSTEE WILL DELIVER SUCH LETTER OF AGREEMENT IN CONCLUSIVE RELIANCE UPON THE DIRECTION OF THE ISSUER, AND THE INDENTURE TRUSTEE MAKES NO INDEPENDENT INQUIRY OR INVESTIGATION TO, AND SHALL HAVE NO OBLIGATION OR LIABILITY IN RESPECT OF, THE SUFFICIENCY, VALIDITY OR CORRECTNESS OF SUCH PROCEDURES. UPON ANY RESIGNATION BY, OR TERMINATION BY THE ISSUER OF, SUCH FIRM THE ISSUER SHALL PROVIDE WRITTEN NOTICE THEREOF TO THE INDENTURE TRUSTEE AND SHALL PROMPTLY APPOINT A SUCCESSOR THERETO THAT SHALL ALSO BE A FIRM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL REPUTATION. IF THE ISSUER SHALL FAIL TO APPOINT A SUCCESSOR TO A FIRM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS THAT HAS RESIGNED OR BEEN TERMINATED WITHIN FIFTEEN (15) DAYS AFTER SUCH RESIGNATION OR TERMINATION, THE INDENTURE TRUSTEE SHALL PROMPTLY NOTIFY THE ISSUER OF SUCH FAILURE IN WRITING. IF THE ISSUER SHALL NOT HAVE APPOINTED A SUCCESSOR WITHIN TEN (10) DAYS THEREAFTER THE INDENTURE TRUSTEE SHALL PROMPTLY APPOINT A SUCCESSOR FIRM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF RECOGNIZED NATIONAL REPUTATION; PROVIDED THAT THE INDENTURE TRUSTEE SHALL HAVE NO LIABILITY WITH RESPECT TO SUCH APPOINTMENT. THE FEES OF SUCH INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS AND ITS SUCCESSOR SHALL BE PAYABLE BY THE ISSUER.
