Common use of Securing Repayment Clause in Contracts

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order to secure repayment of a Customer’s Series’ obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliatethe Custodian, whether or not relating to or arising under this Agreementthe Fund, and without limiting BNY Mellon’s or on behalf of such BNY Mellon Affiliate’s rights under applicable law or any other agreementSeries, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, the Custodian and agrees BNY Mellon and such BNY Mellon Affiliate will the Custodian shall have to the maximum extent permitted by law, but (i) subject to the Interfund Lending Addenda attached hereto and any line of credit for a Fund of which the Custodian is advised and (ii) only to the extent of a Series’ obligation and only during the period such obligation is outstanding, a continuing first lien and security interest in, and right of setoff against: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to all Accounts in such Series Series’ name and the Assets Securities, cash and other property now or hereafter held in such Account Accounts (including proceeds thereof) but only to the extent of a Series’ obligation and only during the period such obligation is outstanding and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Custodian for such Series; provided that the Customer does not hereby grant a security interest in any Securities issued by . The Fund, on behalf of an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY Mellon. Each Customer applicable Series, represents, warrants and covenants that it owns the Assets Securities in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, Accounts free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon)interests, and that the first lien and security interest granted herein with respect to each Series will shall be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third other party (other than specific liens granted preferred status by statute). Each Customer will The Fund, on behalf of an applicable Series, shall take any additional steps required to assure BNY Mellon the Custodian of such priority security interest, including notifying third parties or obtaining their consentconsent but only after prior notice to the Fund. BNY Mellon will The Custodian shall be entitled to collect from the relevant Account Accounts of applicable Series sufficient Cash cash for reimbursement, and if such Cash cash is insufficient, to sell the Securities in such Account the Accounts to the extent necessary to obtain reimbursementreimbursement for such Series’ obligations; provided, however, that BNY Mellon will use commercially reasonable efforts to notify the Customer Custodian must first provide prompt advance notice of such insufficiency of Cash and discuss potential action to the Securities to be sold in connection with obtaining reimbursementFund. In this regard, BNY Mellon will the Custodian shall be entitled to all the rights and remedies of a pledgee, pledgee and secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if effect. The Accounts or other assets of a Series may not be used to satisfy the Customer obligations of any other Series, nor may the Accounts or other assets of any other Series be used to satisfy the relevant obligations of the first Series. No lien or security interest in, or right of setoff against, the Accounts or other assets of a Series is shall apply to such Series except in defaultconnection with the obligations of such Series.

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx XxxSection 23A of the U.S. Federal Reserve Act) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx Sxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon AffiliateMellon, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx XxxSection 23A of the U.S. Federal Reserve Act) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order to secure repayment If any advance of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to funds is made by BNY Mellon to purchase or any BNY Mellon Affiliate, whether to make payment on or not relating to or arising against delivery of Securities under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to right of setoff against such Series Securities and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any , until such time held by as BNY Mellon or any BNY Mellon Affiliate relating to is repaid the amount of such Seriesadvance; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx XxxSection 23A of the U.S. Federal Reserve Act) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property If at any time before such repayment the market value of such Securities is less than the amount of the advance made to finance their purchase, BNY Mellon will have a continuing security interest in and right of setoff against any Cash held by BNY Mellon or any BNY Mellon Affiliate relating at any time for and in the name of Customer as is necessary to fully secure the Customer, free and clear repayment of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect such advance. If Customer is indebted to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interestfor overdrafts or for any other reason, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account Accounts sufficient Cash for reimbursement, and if such Cash is insufficient, upon prior notice of such insufficiency to Customer, to sell such Securities as the Customer may promptly direct or, in the absence of such Account prompt direction, as BNY Mellon may determine in its reasonable discretion, to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default. Subject to any legal or regulatory restrictions, such security interest will be superior to any and all other liens, security interests or claims and will not be subject to any right of set-off or retention, counterclaim, lien or security of equal status. Customer will not take any action with respect to the Securities which is inconsistent with the rights granted to BNY Mellon hereunder, other than as necessary for Customer to conduct its business in the ordinary course and as contemplated by this Agreement, and will take any and all additional action which may be reasonably requested by BNY Mellon and required to assure the priority of such security interest in favor of BNY Mellon. .

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx XxxSection 23A of the U.S. Federal Reserve Act) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY Mellon. Each Customer Customer, on behalf of each Series, represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default. BNY Mellon acknowledges that Customer’s obligations and liabilities relating to a particular Series, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, shall be enforceable against the assets of such Series only, and not against the assets of any other Series.

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not Affiliate relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such agrees that BNY Mellon Affiliateshall have, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest (i) to the extent of any overdraft or indebtedness, (ii) to the extent of any unpaid fees and expenses owing hereunder, after giving effect to applicable notice and cure periods, if any (or, in the absence of any notice and cure period stated herein, after giving written notice of any past due fees and expenses and providing a cure period of 30 days) and (iii) any other amounts Customer may owe to BNY Mellon that relate to or arise under this Agreement, in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets Assets, Investment Files and Possessed Securities now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. (a) In order to secure repayment of a Customerthe Fund’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliatethe Custodian, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer the Fund hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, the Custodian and agrees BNY Mellon and such BNY Mellon Affiliate will the Custodian shall have to the maximum extent permitted by law, a continuing first lien and security interest in, and right of setoff against: (a) all of the CustomerFund’s and such Series’ right, title and interest in and to all Accounts in the Account relating to such Series Fund’s name and the Assets Securities, cash and other property now or hereafter held in such Account Accounts (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY MellonCustodian for the Fund. Each Customer The Fund represents, warrants and covenants that, except for any borrowings permitted under applicable law or other transactions that may constitute "senior securities" under the 1940 Act, it owns the Assets Securities in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, Accounts free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon)interests, and that the first lien and security interest granted herein with respect to each Series will shall be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third other party (other than specific liens granted preferred status by statute). Each Customer will The Fund shall take any additional steps required to assure BNY Mellon the Custodian of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will The Custodian shall be entitled to collect from the relevant Account Accounts sufficient Cash cash for reimbursement, and if such Cash cash is insufficient, to sell the Securities in such Account the Accounts to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will the Custodian shall be entitled to all the rights and remedies of a pledgee, pledgee and secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect effect. (b) With respect to Custodian’s lien or setoff rights in respect of any Special Account established pursuant to this Agreement and maintained subject to the Control Arrangements (as defined below), Custodian acknowledges and agrees that: (i) the lien rights of Custodian with respect to the Special Account(s) established in connection with the Control Arrangements shall be on such terms and conditions as Custodian, Fund and one or more brokers, dealers, future commission merchants or other third parties (each, a “Counterparty”, and collectively, “Counterparties”) may agree from time to time in a written agreement relating to such Special Account(s) (the “Control Arrangements”) and (ii) any lien and/or setoff rights available to Custodian under this Agreement with respect to a particular Special Account shall be exercised in accordance with the terms of the Control Arrangements relating to such Special Account (if the Customer or the relevant Series is in defaultapplicable).

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon AffiliateMellon, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon AffiliateMellon, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such the Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such SeriesCustomer; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx Sxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the AccountsAccount, and such other property at any time held by BNY Mellon or any a BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing agreed by BNY MellonMellon in writing), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statutestatute or as otherwise agreed by BNY Mellon in writing). Each Customer will take any additional steps required to assure Unless otherwise agreed by BNY Mellon of such priority security interestin writing, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, reimbursement and if such Cash is insufficient, insufficient to sell Securities in such the Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, laws and rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order to secure repayment of a USCF’s and each Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such SeriesAffiliate; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order to secure repayment of a CustomerFund’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreementthe Custodian, each Customer Trust, on behalf of such Fund, hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, the Custodian and agrees BNY Mellon and such BNY Mellon Affiliate will the Custodian shall have to the maximum extent permitted by law, but (i) subject to any agreement of which the Custodian is advised pursuant to Section 1.3(a)(viii) and (ii) only to the extent of a Fund’s obligation and only during the period such obligation is outstanding, a continuing first lien and security interest in, and right of setoff against: (a) all of the Customersuch Fund’s and such Series’ right, title and interest in and to the Account relating to all Accounts in such Series Fund’s name and the Assets Securities, cash and other property now or hereafter held in such Account Accounts (including proceeds thereof) but only to the extent of a Fund’s obligation and only during the period such obligation is outstanding and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Custodian for such Series; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY MellonFund. Each Customer Trust, on behalf of an applicable Fund, represents, warrants and covenants that it owns the Assets Securities in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, Accounts free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon)interests, and that the first lien and security interest granted herein with respect to each Series will shall be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third other party (other than specific liens granted preferred status by statute). Each Customer will Trust, on behalf of an applicable Fund, shall take any additional steps required to assure BNY Mellon the Custodian of such priority security interest, including notifying third parties or obtaining their consentconsent but only after prior notice to the Trust. BNY Mellon will The Custodian shall be entitled to collect from the relevant Account Accounts of applicable Fund sufficient Cash cash for reimbursement, and if such Cash cash is insufficient, to sell the Securities in such Account the Accounts to the extent necessary to obtain reimbursementreimbursement for such Fund’s obligations; provided, however, that BNY Mellon will use commercially reasonable efforts to notify the Customer Custodian must first provide prompt advance notice of such insufficiency of Cash and discuss potential action to the Securities to be sold in connection with obtaining reimbursementTrust. In this regard, BNY Mellon will the Custodian shall be entitled to all the rights and remedies of a pledgee, pledgee and secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if effect. The Accounts or other assets of a Fund may not be used to satisfy the Customer obligations of any other Fund, nor may the Accounts or other assets of any other Fund be used to satisfy the relevant Series is obligations of the first Fund. No lien or security interest in, or right of setoff against, the Accounts or other assets of a Fund shall apply to such Fund except in defaultconnection with the obligations of such Fund.

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such the Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such SeriesCustomer; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx XxxSection 23A of the Federal Reserve Act) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the AccountsAccount, and such other property at any time held by BNY Mellon or any a BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing agreed by BNY MellonMellon in writing), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statutestatute or as otherwise agreed by BNY Mellon in writing). Each Customer will take any additional steps required to assure Unless otherwise agreed by BNY Mellon of such priority security interestin writing, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, reimbursement and if such Cash Cxxx is insufficient, insufficient to sell Securities in such the Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, laws and rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this AgreementAgreement or any other agreement with BNY or any BNY Affiliate, and without limiting in addition to any preference, lien or other rights and security interest to which BNY Mellon’s or such BNY Mellon Affiliate’s rights Affiliate may be entitled under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Seriesfor the Customer; provided that the Customer does not hereby grant a security interest in any Securities securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx XxxSection 23A of the U.S. Federal Reserve Act and related implementing regulations (Regulation W, 12 C.F.R. part 223)) of BNY Mellon(such securities, “Affiliate Securities”) with the exception of Affiliate Securities that (i) constitute “eligible affiliated mutual fund securities” as defined in Section 223.24(c) of Regulation W (12 C.F.R. 223.24(c)) and (ii) meet the requirements in Section 223.24(c) of Regulation W (12 C.F.R. 223.24(c)). Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except for those granted in accordance with this Agreement or as otherwise acknowledged in writing by BNY MellonBNY), and that the first lien and security interest granted herein with respect to each Series the Customer will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order to secure repayment of a Customerthe Fund’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not the Custodian relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer the Fund hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, the Custodian and agrees BNY Mellon and such BNY Mellon Affiliate will the Custodian shall have to the maximum extent permitted by law, a continuing first lien and security interest in, and right of setoff against: (a) all of the CustomerFund’s and such Series’ right, title and interest in and to all Accounts in the Account relating to such Series Fund’s name and the Assets Securities, cash and other property now or hereafter held in such Account Accounts (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or the Custodian for the Fund. The Custodian acknowledges and agrees that the property of any BNY Mellon Affiliate relating to such one Series is the property of only that Series and in no event shall any Series be liable for the obligations of any other Series; provided that any person executing this Agreement has executed it on behalf of the Fund and not individually, and that the Customer does obligations of the Fund arising out of this Agreement are not hereby grant a security interest in binding upon such person or the Fund’s shareholders individually, but binding upon the property and other assets of the Fund; that no shareholders, directors or officers of the Fund may be held personally liable or responsible for any Securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) obligations of BNY Mellonthe Fund arising out of this Agreement. Each Customer The Fund represents, warrants and covenants that it owns the Assets Securities in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, Accounts free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon)interests, and that the first lien and security interest granted herein with respect to each Series will shall be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third other party (other than specific liens granted preferred status by statute). Each Customer will The Fund shall take any additional steps required to assure BNY Mellon the Custodian of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will The Custodian shall be entitled to collect from the relevant Account Accounts sufficient Cash cash for reimbursement, and if such Cash cash is insufficient, to sell the Securities in such Account the Accounts to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will the Custodian shall be entitled to all the rights and remedies of a pledgee, pledgee and secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in defaulteffect.

Securing Repayment. In order to secure repayment of a Customer’s 's obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s 's rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon AffiliateMellon, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s 's and such Series’ ' right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities securities issued by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx XxxSection 23A of the U.S. Federal Reserve Act) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.

Securing Repayment. In order If any advance of funds is made by the Custodian to secure repayment purchase or to make payment on or against delivery of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising Securities under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will the Custodian shall have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to right of setoff against such Series Securities and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property , until such time as the Custodian is repaid the amount of such advance. If at any time before such repayment the market value of such Securities is less than the amount of the advance made to finance their purchase, the Custodian shall have a continuing security interest in and right of setoff against any cash in any currency held by BNY Mellon the Custodian or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities issued an Account covered by an affiliate (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property this Agreement at any time held for and in the name of the Client as is necessary for the repayment of such advance by BNY Mellon or any BNY Mellon Affiliate relating the Custodian to be fully secured. If the Client is indebted to the CustomerCustodian for overdrafts or for any other reason, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will Custodian shall be entitled to collect from the relevant Account Accounts sufficient Cash cash for reimbursement, and if such Cash cash is insufficient, Custodian shall have the right to sell the Securities in the Accounts (after prior written notice to the Client and the giving to Client of a reasonable opportunity, given the circumstances, to pay such Account cash to Custodian) to the extent necessary to obtain reimbursement; providedreimbursement for the advance amount then outstanding. During such period of reasonable opportunity referred to in the parenthetical of the immediately preceding sentence, that BNY Mellon will use commercially reasonable efforts the Custodian shall not be required to notify settle purchases in, or permit free deliveries or cash distributions from, the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursementAccounts. In this regard, BNY Mellon will The Custodian shall be entitled to all the rights and remedies of a pledgee, pledgee and secured creditor and/or securities intermediary as if the Client is in default under applicable laws, rules and or regulations as then in effect effect. Subject to any legal or regulatory restrictions, such security interest shall be superior to any and all other liens, security interests or claims and shall not be subject to any right of set-off or retention, counterclaim, lien or security of equal status. The Client shall not take any action with respect to the Securities which is inconsistent with the rights granted to Custodian hereunder, other than as if necessary for Client to conduct its business in the Customer or ordinary course and as contemplated by this Agreement, and shall take any and all additional action which may be reasonably requested by the relevant Series is Custodian and required to assure the priority of such security interest in defaultfavor of the Custodian.

Securing Repayment. In order to secure repayment of a CustomerClient’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon Custodian or any BNY Mellon Affiliate, whether or not relating to or arising Affiliate under this Agreement or any Control Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer Client hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, Custodian a continuing first lien and security interest in: (a, and right of setoff against(a) all of the CustomerClient’s and such Series’ right, title and interest in and to the Account relating to such Series all Accounts and all Control Agreement Accounts and the Assets Securities, money and other property now or hereafter held in such Account Accounts and Control Agreement Accounts (including proceeds thereof) , and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such SeriesCustodian for Client; provided that the Customer Client does not hereby grant the Custodian a security interest in any Securities issued by an affiliate of the Custodian (as defined in Xxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) Section 23A of BNY Mellonthe Federal Reserve Act). Each Customer representsIf any advance of funds is made by Custodian to purchase, warrants or to make payment on or against delivery of Securities held in any Account hereunder, or any Control Agreement Account, Custodian shall have a continuing security interest in and covenants right of setoff against such Securities and the proceeds thereof, until such time as Custodian is repaid the amount of such advance. Client represents that it owns the Assets Securities in the Accounts, Accounts and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, Control Agreement Accounts free and clear of all liens, claims and claims, security interests and encumbrances (except as otherwise acknowledged except, in writing by BNY Mellonthe case of the Accounts, those granted herein and, in the case of the Control Agreement Accounts, those granted in the relevant Control Agreement), and that the . Custodian’s security interest shall be a first priority lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third other party (other than specific liens granted preferred status by statutestatute or, in the case of the Control Agreement Accounts, those granted in the applicable Control Agreement). Each Customer will , and Client shall take any and all additional steps which are required to assure BNY Mellon Custodian of such priority security interestand status, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursementconsent to, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in defaultCustodian’s security interest.

Securing Repayment. In order to secure repayment of a Customer’s obligations and liabilities relating to a Series (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate, whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, each Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate, and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and security interest in: (a) all of the Customer’s and such Series’ right, title and interest in and to the Account relating to such Series and the Assets now or hereafter held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to such Series; provided that the Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined in Xxxxxxx Sxxxxxx 00X xx xxx X.X. Xxxxxxx Xxxxxxx Xxx) of BNY Mellon. Each Customer represents, warrants and covenants that it owns the Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to the Customer, free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that the first lien and security interest granted herein with respect to each Series will be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Each Customer will take any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement; provided, that BNY Mellon will use commercially reasonable efforts to notify the Customer of such insufficiency of Cash and discuss the Securities to be sold in connection with obtaining reimbursement. In this regard, BNY Mellon will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable laws, rules and regulations as then in effect as if the Customer or the relevant Series is in default.