Common use of Securities Clause in Contracts

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Securities. funds and other property 7.1 All Securities will be recorded in the Custody Account as Securities held on behalf of the Fund may be held Client by subcustodians appointed pursuant the Custodian or a Sub-Custodian. 7.2 The Client will deliver or procure the delivery of the Securities to the provisions Custodian or as the Custodian may direct at the Client’s expense and risk and in the manner and accompanied by such documents as the Custodian may require. The duties and obligations of this Section 3 the Custodian to hold the Securities shall extend only to the Securities actually received by the Custodian (a "Subcustodian"or the Sub-Custodian, as applicable on behalf of the Client. 7.3 The Custodian will identify in its records that the Securities belong to the Client (unless otherwise agreed with the Client). The Custodian may, at any time and from time will take the necessary steps to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided ensure that Sub-Custodians identify in their records that the Fund shall have approved in writing Securities (1) any such bank or trust company and together with the subcustodian agreement to be entered into between such bank or trust company and securities of other clients of the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property belong to clients of the Fund Custodian. 7.4 Although the Custodian will not pool the Securities with the Custodian’s own securities except where this happens in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fundlimited circumstances permitted under Clause 8, the Custodian is authorized may pool the Securities with securities held for its other clients. Where pooling takes place: (a) the Client shall be treated as the beneficial owner of such proportion of the relevant securities, as the number of its Securities bears to the total number of securities held; and (b) the Custodian has no obligation to redeliver the Securities originally deposited but shall redeliver securities of the same number, class, and denomination and issue as the Securities originally deposited. Accordingly, the Client acknowledges that the Securities redelivered to it in accordance with the terms of this Schedule may not be the Securities originally deposited with the Custodian. 7.5 Documents of title to Securities in bearer form and other documents evidencing title to Securities will be held in the physical possession of the Custodian or by a Sub-Custodian, Clearing System or their agents or as otherwise directed by the Client (at the sole expense and risk of the Client). The Custodian shall segregate such documents of the Client from any such documents of the Custodian. Where Securities in bearer form are held by a Sub- Custodian, Clearing System or agent the Custodian shall take the necessary steps to ensure the Securities in bearer form are identifiable separately from the Custodian’s, Clearing System’s, Sub-Custodian’s or other agent’s securities in bearer form. 7.6 The Custodian shall have no liability for losses incurred by the Client, or any other person, as a result of the receipt or acceptance or delivery to or on behalf of the Fund to notify each Subcustodian Custodian of its appointment as suchfraudulent, forged or invalid securities (or securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market) or for vouching good title of any such securities. 7.7 The Client shall bear all risks of investing in securities or holding cash denominated in any currency. Without limiting the foregoing, the Client shall bear the risks that rules or procedures imposed by clearing systems, exchange controls, asset freezes, nationalisation, expropriation or other laws or regulations shall prohibit or impose burdens or costs on the transfer to, by or for the account of the Client of securities or cash held or the conversion of cash from one currency into another currency. The Custodian mayshall not be obliged to substitute another currency for a currency whose transferability, at any time in its discretion, remove any bank convertibility or trust company that availability has been appointed as a Subcustodian but will promptly notify affected by such law, regulation rule or procedure or by any market conditions which prevent the Fund orderly executions of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deletedsecurities transactions. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall not be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent Client for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform loss resulting from any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian events specified in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodiansection.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant (i) Subject to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, the number of Subscribed Securities set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Purchase Price”). The Purchaser acknowledges that the Subscribed Securities, and any securities of the applicable subcustodian agreementCompany that may be distributed to the Purchaser on account of the Subscribed Securities (collectively, the Custodian “Securities”), will be subject to restrictions on transfer as set forth in this Agreement. (ii) On the date hereof, (A) the Company shall use its best efforts issue to cause the Purchaser the number of Founder Shares set forth on Schedule A hereto, in consideration for the Purchaser’s payment of the portion of the Initial Purchase Price applicable to such Subcustodian Founder Shares, as set forth on Schedule A hereto, by wire transfer of immediately available funds or other means approved by the Company, and (B) the Sponsor shall forfeit to perform such obligationsthe Company for cancellation, for no consideration, and have no further right, title or interest in, an equal number of Founder Shares. In If the event that IPO Closing has not occurred by November 30, 2021, then the Custodian is unable Company will promptly redeem the Purchaser’s Founder Shares issued pursuant to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, 1(a)(ii) for a cash payment equal to the extent permitted Initial Purchase Price paid by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except Purchaser in respect of any negligence such Founder Shares, and this Agreement shall terminate and be of no further force or misconduct effect. (iii) The Company shall notify the Purchaser in writing of the Custodiananticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall remit the balance of the Initial Purchase Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and the Purchaser may agree upon in writing; provided, however, that if the actual number of Public Units offered and sold in the IPO is less than $150 million, then (x) the Purchaser shall not be obligated to remit the balance of the Initial Purchase Price as set forth in this Section 1(a)(iii) and (y) the Company shall promptly redeem the Purchaser’s Founder Shares issued pursuant to Section 1(a)(ii) for a cash payment equal to the Initial Purchase Price paid by the Purchaser in respect of such Founder Shares and this Agreement shall terminate and be of no further force or effect. As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted the balance of its Initial Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser.

Securities. funds The Lessee undertakes to provide a bank guarantee in an amount that is equal to the Rent for the Additional Area and other property the Management Fees in the Additional Area for 3 months of lease in addition to VAT and linkage differentials to the Basic Index within its meaning in the Original Agreement, and in a total amount of NIS 166,795 (in words: one hundred and sixty-six thousand and seven hundred and ninety-five new Israeli shekels) [hereinafter: “Guarantee for this Addendum”]. It is agreed that a condition for the delivery of possession in the Additional Area is the provision of the Fund may be held by subcustodians appointed pursuant additional guarantee to the Lessor in 20 business days as of the date of signing this Addendum. The provisions set forth in this Section shall also apply to the Ancillary Area, mutatis mutandis, to the extent that the Lessee leases the said area and as of this Section 3 (date henceforth. It is clarified and agreed between the parties that the additional guarantee that is provided in respect of this Addendum is provided solely in connection with this Addendum and the Lessor shall not be entitled to use this guarantee for the purpose of assuring the fulfillment of the undertakings of the Lessee in accordance with the Lease Agreement or the First Addendum of the Lease Agreement. It is further clarified that the guarantees that Lessor holds in respect of the Primary Lease Agreement may not be used as a "Subcustodian")security for the fulfillment of the undertakings of the Lessee as stated in this Addendum. The Custodian mayNotwithstanding the said, at any the time and from time of signing this Agreement the Lessee shall deliver to time, appoint any bank or trust company (meeting the requirements of Lessor a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized security check on behalf of the Fund Lessee that will be deposited with the Lessor until 17.8.2017 or until the date of furnishing the bank guarantee specified in this Section, whichever is earlier. In case the Lessee failed to notify each Subcustodian provide the guarantee as aforesaid, on 17.8.2017 the Lessor shall be entitled to deposit and cash this check and as of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed this date henceforth the amount paid shall be used as a Subcustodian but will promptly notify guarantee/security for this Agreement (including any relevant definition or reference in the Fund of any such actionAgreement). Those SubcustodiansTo the extent that the guarantee is not provided and the security check is cashed until the date specified in this sub-section, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix Lessee shall be amended from time entitled to time convert the security check to a bank guarantee as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of aforesaid on a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianlater date.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant (i) Subject to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, the number of Subscribed Securities set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Purchase Price”). The Purchaser acknowledges that the Subscribed Securities, and any securities of the applicable subcustodian agreementCompany that may be distributed to the Purchaser on account of the Subscribed Securities (collectively, the Custodian “Securities”), will be subject to restrictions on transfer as set forth in this Agreement. (ii) On the date hereof, (A) the Company shall use its best efforts issue to cause the Purchaser the number of Founder Shares set forth on Schedule A hereto, in consideration for the Purchaser’s payment of the portion of the Initial Purchase Price applicable to such Subcustodian Founder Shares, as set forth on Schedule A hereto, by wire transfer of immediately available funds or other means approved by the Company, and (B) the Sponsor shall forfeit to perform such obligationsthe Company for cancellation, for no consideration, and have no further right, title or interest in, an equal number of Founder Shares. In If the event that IPO Closing has not occurred by [August 31, 2021], then the Custodian is unable Company will promptly redeem the Purchaser’s Founder Shares issued pursuant to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, 1(a)(ii) for a cash payment equal to the extent permitted Initial Purchase Price paid by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except Purchaser in respect of any negligence such Founder Shares, and this Agreement shall terminate and be of no further force or misconduct effect. (iii) The Company shall notify the Purchaser in writing of the Custodiananticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall remit the balance of the Initial Purchase Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and the Purchaser may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted the balance of its Initial Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Securities. funds and other property To ensure the fulfillment of the Fund may be held by subcustodians appointed Lessee’s undertakings pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian Lessee shall use its best efforts deposit with the Lessor at the time of the signature of this agreement and as a condition for receiving possession of the rented premises the following securities: a. An automatic unconditional bank guarantee, which may be paid off according to cause such Subcustodian first demand and without giving reasons in a shekel amount equivalent to perform such obligations___________________________ U.S. dollars (the value of the rent and management fees with the addition of VAT in respect of a period of 6 (six) months of rent) (hereinafter: “the Guarantee” or “the Security”) with the text as specified in Appendix G and subject to the conditions specified herein above and below. The guarantee shall be unconditional and not given to endorsement and may be forfeited in full or by installments at any time. The guarantee shall be linked to the representative rate of the U.S. dollar, as specified in the text of the guarantee attached hereto as Appendix G. The validity of the guarantee shall be commencing from the date of the signature of this agreement, throughout the entire period of the tenancy with the addition of 3 more months and the validity thereof shall be renewed periodically, a month before the date whereon the validity thereof is intended to expire until the conclusion of the additional tenancy period, with the addition of 3 months following the termination of the additional tenancy period. The guarantee shall be duly stamped. All expenses involved in issuing the guarantee shall apply solely to the Lessee. In the event that the Custodian guarantee is unable duly forfeited pursuant to cause such Subcustodian to perform fully its obligations thereunderthis agreement, the Custodian shall forthwith upon Lessee undertakes to deposit forthwith, following the Fund's request terminate such Subcustodian andforfeiture as aforesaid, if necessary or desirable, appoint another subcustodian in accordance an additional guarantee with the text and the conditions as stated above. b. Without derogating from the remaining provisions of this Section 3. At agreement, the election Lessor may utilize the security, all or in part, as it opts to do, as follows: (1) In the event that the rented premises fail to be evacuated at the required time, the Lessor may utilize the security in full or in part and in such manner that the funds to be paid shall be deemed, inter alia, as agreed compensation, estimated in advance, as determined herein in this agreement. (2) In the event of the Fund, it shall have the right failure to enforce, make a payment that applies pursuant to this agreement to the extent permitted by the subcustodian agreement and applicable lawLessee, the Custodian's rights against any such Subcustodian for loss or damage caused Lessor shall be entitled to utilize the Fund by such Subcustodian. At security in the written request amount of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval sum of the Fundpayment required and together with linkage differentials, fines, interest for delay and all other expenses of the Lessor. In the event that the Custodian receives failure to make a claim from payment constitutes a Subcustodian under fundamental breach of the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to Lessor may utilize the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian security in the amount of such payment except the sum required or in respect the amount of any negligence agreed compensation pursuant to this agreement, according to whichever is the higher between them. (3) In the event of damage to or misconduct loss of the Custodianrented premises and/or the contents thereof that apply pursuant to this agreement to the Lessee, the Lessor shall be entitled to utilize the security in the amount of the sum required for the repair thereof, together with 15% handling fees. “Repair” shall have the meaning: including replacement.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.subcustodian

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant (i) Subject to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, the number of Private Placement Warrants set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Warrant Purchase Price”). (ii) On the Business Combination Closing (as defined below), the Purchaser shall purchase from the Sponsor, and the Sponsor shall transfer and sell to the Purchaser, the number of Founder Shares set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (subject to adjustment as set forth in Section 2 below), by wire transfer of immediately available funds or other means approved by the Sponsor. If the Business Combination Closing has not occurred by the date that is 15 months from the IPO Closing (or 18 months from the IPO Closing if the Company has executed a letter of intent, agreement in principle or definitive agreement for its initial business combination within 15 months from the IPO Closing but has not completed its initial business combination within such 15 month period) or any stockholder-approved extension period (including pursuant to an amendment of the applicable subcustodian agreementCompany’s certificate of incorporation or in connection with any Extension Election (as defined in the Registration Statement)), then no purchase of Founder Shares shall occur pursuant to this Section 1(a)(ii). (iii) The Purchaser acknowledges that the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser on account of the Subscribed Securities (collectively, the Custodian “Securities”), will be subject to restrictions on transfer as set forth in this Agreement. (iv) The Company shall use its best efforts notify the Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to cause the Effective Date, and the Purchaser shall remit the Initial Warrant Purchase Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such Subcustodian other date as the Company and the Purchaser may agree upon in writing; provided, however, that if the actual number of Public Units offered and sold in the IPO is less than 20,000,000 or greater than 40,000,000, then the Purchaser shall not be obligated to perform such obligations. In remit the event that Initial Warrant Purchase Price as set forth in this Section 1(a)(iv) and any of the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunderPurchaser, the Custodian Company or the Sponsor may in its sole discretion terminate this Agreement, and this Agreement shall forthwith upon then be of no further force or effect. As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the Fund's request terminate such Subcustodian andCity of New York, if necessary or desirable, appoint another subcustodian in accordance with New York. If the provisions of this Section 3. At IPO Closing has not occurred by the election of date that is seven (7) Business Days after the Fund, it shall have date on which the right to enforce, Purchaser remitted the Initial Warrant Purchase Price to the extent permitted by Company’s transfer agent, then, unless the subcustodian agreement and applicable lawPurchaser otherwise agrees in writing, the Custodian's rights against any Company will promptly cause its transfer agent to return such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant amounts to the provisions Purchaser. If the IPO Closing has not occurred by January 31, 2022, this Agreement shall terminate and be of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement no further force or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianeffect.

Securities. funds and other property On the basis of the Fund representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, the Underwritten Securities, and each Underwriter, severally and not jointly, agrees to purchase the respective number of Underwritten Securities set forth opposite its name in Exhibit A hereto plus any additional number of Securities which such Underwriter may be held by subcustodians appointed become obligated to purchase pursuant to the provisions of this Section 3 11 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a price of $24.2125 per share (a "Subcustodian"the “Purchase Price”). The Custodian mayIn addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell the Option Securities to the several Underwriters, and each Underwriter, severally and not jointly, agrees to purchase the Option Securities, in each case, at the Purchase Price. If any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement Option Securities are to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United Statespurchased, the holding number of securities, cash and other property Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the Fund in same ratio to the country in which it is proposed to utilize aggregate number of Option Securities being purchased as the services number of Underwritten Securities set forth opposite the name of such subcustodian. Upon Underwriter in Schedule A hereto (or such approval amount increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the Fundseveral Underwriters, subject to such adjustments among the Custodian is authorized on behalf Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of the Fund to notify each Subcustodian of its appointment as suchfractional Securities. The Custodian may, Underwriters may exercise the option to purchase the Option Securities at any time in its discretionwhole, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Securities as Subcustodians, branches or offices to which the option is being exercised and the date and time when the Option Securities are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix Adelivered and paid for, in order that there shall which may be sufficient the same date and time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, Closing Date (as defined below) but shall not be earlier than the Custodian shall be liable to Closing Date nor later than the Fund for tenth full business day (as hereinafter defined) after the actions date of such agent if notice (unless such time and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian date are postponed in accordance with the provisions of this Section 311 hereof). At the election of the Fund, it Any such notice shall have the right to enforce, be given at least two business days prior to the extent permitted by the subcustodian agreement date and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request time of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodiandelivery specified therein.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian Subcustodian's offices or branches at which the Subcustodian is a bank organized under the laws of a country other than the United States, the holding of authorized to hold securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodianFund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such actionSubcustodian. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although If the Fund does not intend to invest shall have invested in a country security to be held in a location before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appointappoint unless and until the Fund shall instruct the Custodian to move the security into the possession of the Custodian or a Subcustodian. In such any event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent agent. With respect to the securities and provided that funds held by a Subcustodian, either directly or indirectly, including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2M, 2N or 2O, the Custodian shall pursue be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. The Custodian shall nevertheless be liable to the Fund for its rights against own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such agentSubcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed Subcustodian appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from intends to make any payment to a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give the Fund written notice of such intention no less than thirty (30) days prior to the date such payment is to be made. The Fund of such claim. No more than thirty days after written notice shall be obligated promptly to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment, unless the Fund shall, within thirty (30) days of receipt of the Custodian's notice, object in writing to such payment except to the Subcustodian or to reimbursement of the Custodian (i) because the fund disputes the right of the Subcustodian to be so indemnified or (ii) because the Fund believes that the Custodian was or might have been responsible by reason of the Custodian's negligence or misconduct for the event or occurance giving rise to the Subcustodian's demand for indemnification. In the event the Fund, at the direction of its Board of Directors or any Executive Committee thereof, shall give written notice of such objection and the reasons therefor, the Custodian may nevertheless make such payment to the Subcustodian, but without prejudice to the Fund's right to refuse to reimburse the Custodian if the Fund's objection under clause (i) or (ii) above shall be upheld in an appropriate judicial or other proceeding; or in the alternative, the Custodian may refuse to pay the indemnification demanded by the Subcustodian and the Custodian shall in such event defend against any judicial or other proceeding brought against the Custodian by the Subcustodian to obtain such indemnification. Such defense shall be conducted by counsel reasonably satisfactory to both the Fund an the Custodian. The Fund shall be entitled to participate in any such proceeding with separate counsel of its own choice if it believes its position might otherwise be compromised and, if the Fund or the Custodian believes there may be a conflict in the respective positions of the Fund and the Custodian, then each may retain separate counsel of its own choice. The Fund shall bear the costs and expenses of defending against the Subcustodian's claim, and the Fund shall indemnify the Custodian and hold it harmless from all claims, liabilities, judgments, costs and expenses (including counsel fees) and settlements of such claim (provided that such settlement shall have been effected with the Fund's written consent) incurred or assesssed against the Custodian. Notwithstanding the foregoing, if it shall be determined in an appropriate proceeding, including in a proceeding as aforesaid brought by the Subcustodian, that, although the Subcustodian was entitled to indemnification the Custodian was not entitled to reimbursement by the Fund because the Custodian was responsible by reason of its negligence or misconduct for the occurance or event giving rise to the Subcustodian's right to indemnification, then in such event the Fund shall not be obligated to indemnify the Custodian as aforesaid and the Custodian shall reimburse the Fund for any amounts paid by the Fund to Custodian in respect of any negligence or misconduct the costs and expenses of defending against the CustodianSubcustodian's claim.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and 15 - regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company securities depository (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the a Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company or securities depository and the subcustodian agreement to be entered into between such bank or trust company and the CustodianCustodian or any Subcustodian, and (2) if the subcustodian is a bank bank, trust company or securities depository organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company or securities depository that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the a Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the a Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the a Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the a Fund, the Custodian will terminate any subcustodian Appointed Subcustodian appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after - 19 - written notice to the Fund of the Custodian's intention to make a payment under such paymentindemnification provisions, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianCustodian or any Subcustodian.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant (i) Subject to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, the number of Private Placement Warrants set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Warrant Purchase Price”). (ii) On the date of the applicable subcustodian agreementBusiness Combination Closing, the Custodian Purchaser shall use its best efforts purchase from the Sponsor, and the Sponsor shall transfer and sell to cause such Subcustodian the Purchaser, the number of Founder Shares set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto, by wire transfer of immediately available funds or other means approved by the Sponsor. If the Business Combination Closing has not occurred by the date that is 24 months from the IPO Closing (or 27 months from the IPO Closing if the Company has entered into a letter of intent, agreement in principle or a definitive agreement with a potential target to perform such obligations. In the event consummate a Business Combination), then no purchase of Founder Shares shall occur pursuant to this Section 1(a)(ii). (iii) The Purchaser acknowledges that the Custodian is unable Subscribed Securities, and any securities of the Company that may be distributed to cause such Subcustodian to perform fully its obligations thereunderthe Purchaser on account of the Subscribed Securities (collectively, the Custodian “Securities”), will be subject to restrictions on transfer as set forth in this Agreement. (iv) The Company shall forthwith upon notify the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian Purchaser in accordance with the provisions of this Section 3. At the election writing of the Fund, it shall have anticipated date of the right to enforce, effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the extent permitted Effective Date, and the Purchaser shall remit the Initial Warrant Purchase Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately available funds or other means approved by the subcustodian agreement Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and applicable lawthe Purchaser may agree upon in writing; provided, however, that if the actual number of Public Units offered and sold in the IPO is less than 25,000,000 or greater than 35,000,000, then the Purchaser shall not be obligated to remit the Initial Warrant Purchase Price as set forth in Section 1(a)(i) and any of the Purchaser, the Custodian's rights against Company or the Sponsor may in its sole discretion terminate this Agreement which shall be of no further force or effect. As used herein, “Business Day” means any such Subcustodian for loss day, other than a Saturday or damage caused a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the Fund City of New York, New York. If the IPO Closing has not occurred by such Subcustodian. At the written request of date that is seven (7) Business Days after the Funddate on which the Purchaser remitted the Initial Warrant Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Custodian Company will terminate any subcustodian Appointed pursuant promptly cause its transfer agent to return such amounts to the provisions Purchaser. If the IPO Closing has not occurred by August 1, 2021, this Agreement shall terminate and be of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement no further force or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianeffect.

Securities. funds and other property no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Fund Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company; (iii) after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company; (iv) as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be held necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by subcustodians appointed pursuant the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission; (v) comply with the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time the Securities Act with respect to time, appoint any bank or trust company (meeting the requirements disposition of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property all of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held Registrable Securities covered by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian Shelf Registration Statement in accordance with the provisions intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement; (vi) provide (A) the Electing Holders, (B) the underwriters (which term, for purposes of this Exchange and Registration Rights Agreement, shall include a person deemed to be an underwriter within the meaning of Section 3. At the election 2(a)(11) of the FundSecurities Act), it shall have if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the right Electing Holders the opportunity to enforceparticipate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto; (vii) for a reasonable period prior to the extent permitted filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Company's principal place of business or such other reasonable place for inspection by the subcustodian agreement and applicable law, persons referred to in Section 3(d)(vi) who shall certify to the Custodian's rights against any such Subcustodian for loss or damage caused Company that they have a current intention to sell the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed Registrable Securities pursuant to the provisions Shelf Registration such financial and other information and books and records of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.the

Securities. funds and other property 8.1 All Securities will be recorded in the Custody Account as Securities held on behalf of the Fund may be held Client by subcustodians appointed pursuant the Custodian or a Sub-Custodian. 8.2 The Client will deliver or procure the delivery of the Securities to the provisions Custodian or as the Custodian may direct at the Client's expense and risk and in the manner and accompanied by such documents as the Custodian may require. The duties and obligations of this Section 3 the Custodian to hold the Securities shall extend only to the Securities actually received by the Custodian (a "Subcustodian"or the Sub-Custodian, as applicable on behalf of the Client). 8.3 The Custodian will identify in its records that the Securities belong to the Client (unless otherwise agreed with the Client). The Custodian may, at any time and from time will take the necessary steps to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided ensure that Sub-Custodians identify in their records that the Fund shall have approved in writing Securities (1) any such bank or trust company and together with the subcustodian agreement to be entered into between such bank or trust company and securities of other clients of the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property belong to clients of the Fund Custodian. 8.4 Although the Custodian will not pool the Securities with the Custodian's own securities except where this happens in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fundlimited circumstances permitted under Clause 10.1, the Custodian may pool the Securities with securities held for its other clients. Where pooling takes place: (a) the Client shall be treated as the beneficial owner of such proportion of the relevant securities, as the number of its Securities bears to the total number of securities held; and (b) the Custodian has no obligation to redeliver the Securities originally deposited but shall redeliver securities of the same number, class, and denomination and issue as the Securities originally deposited. 8.5 The Client acknowledges that Sub-Custodians may hold Property in an omnibus account where Securities may be pooled with those belonging to the Custodian's other clients. If there were a shortfall between the number of Securities that the Custodian or a Sub-Custodian are obliged to deliver and the number of Securities that the Custodian or a Sub-Custodian hold on the Client's behalf, this could result in fewer Securities than the Client is authorized entitled to being returned to the Client in the event of either the Custodian's insolvency or the insolvency of a Sub-Custodian. 8.6 The Client acknowledges that in the event of either the Custodian's insolvency or the insolvency of a Sub-Custodian, it may be a time-consuming process to confirm each of the Custodian's client's entitlement. A formal insolvency process would be undertaken in accordance with the laws and regulations of the applicable jurisdiction. This could give rise to delays in returning securities and initial uncertainty for a client as to its actual entitlement on an insolvency of either the Custodian or a Sub-Custodian. 8.7 Documents of title to Securities in bearer form and other documents evidencing title to Securities will be held in the physical possession of the Custodian or by a Sub-Custodian, Clearing System or their agents or as otherwise directed by the Client (at the sole expense and risk of the Client). The Custodian shall segregate such documents of the Client from any such documents of the Custodian. Where Securities in bearer form are held by a Sub-Custodian, Clearing System or agent the Custodian shall take the necessary steps to ensure the Securities in bearer form are identifiable separately from the Custodian's, Clearing System's, Sub-Custodian's or other agent's securities in bearer form. 8.8 The Custodian shall have no liability for losses incurred by the Client, or any other person, as a result of the receipt or acceptance or delivery to or on behalf of the Fund to notify each Subcustodian Custodian of its appointment as suchfraudulent, forged or invalid securities (or securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market) or for vouching good title of any such securities. 8.9 The Client shall bear all risks of investing in securities or holding cash denominated in any currency. Without limiting the foregoing, the Client shall bear the risks that rules or procedures imposed by clearing systems, exchange controls, asset freezes, nationalisation, expropriation or other laws or regulations shall prohibit or impose burdens or costs on the transfer to, by or for the account of the Client of securities or cash held or the conversion of cash from one currency into another currency. The Custodian mayshall not be obliged to substitute another currency for a currency whose transferability, at any time in its discretion, remove any bank convertibility or trust company that availability has been appointed as a Subcustodian but will promptly notify affected by such law, regulation rule or procedure or by any market conditions which prevent the Fund orderly executions of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deletedsecurities transactions. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall not be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent Client for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform loss resulting from any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian events specified in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodiansection.

Securities. funds and other property If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Fund may Company and Advanta on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and Advanta on the one hand and the Underwriters on the other shall be held deemed to be in the same proportion as the total net proceeds from the offering of the Offered Securities purchased under this Agreement (before deducting expenses) received by subcustodians appointed the Company and Advanta bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Offered Securities purchased under this Agreement, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Advanta on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, Advanta and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (g) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection (g). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this subsection (g) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending any such action or claim. Notwithstanding the provisions of this subsection (g), no Underwriter shall be obligated to contribute any amount in excess of the underwriting discount applicable to the Offered Securities purchased by such Underwriter under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 3 (a "Subcustodian")11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Custodian may, at any time and from time to time, appoint any bank or trust company Underwriters' obligations in this subsection (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunderg) to act as a Subcustodian for the Fund, provided that the Fund shall have approved contribute are several in writing (1) any such bank or trust company proportion to their respective underwriting obligations and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianjoint.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant (i) Subject to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, the number of Subscribed Securities set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Purchase Price”). The Purchaser acknowledges that the Subscribed Securities, and any securities of the applicable subcustodian agreementCompany that may be distributed to the Purchaser on account of the Subscribed Securities (collectively, the Custodian “Securities”), will be subject to restrictions on transfer as set forth in this Agreement. (ii) On the date hereof, (A) the Company shall use its best efforts issue to cause the Purchaser the number of Founder Shares set forth on Schedule A hereto, in consideration for the Purchaser’s payment of the portion of the Initial Purchase Price applicable to such Subcustodian Founder Shares, as set forth on Schedule A hereto, by wire transfer of immediately available funds or other means approved by the Company, and (B) the Sponsor shall forfeit to perform such obligationsthe Company for cancellation, for no consideration, and have no further right, title or interest in, an equal number of Founder Shares. In If the event that IPO Closing has not occurred by [December 31, 2022], then the Custodian is unable Company will promptly redeem the Purchaser’s Founder Shares issued pursuant to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, 1(a)(ii) for a cash payment equal to the extent permitted Initial Purchase Price paid by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except Purchaser in respect of any negligence such Founder Shares, and this Agreement shall terminate and be of no further force or misconduct effect. (iii) The Company shall notify the Purchaser in writing of the Custodiananticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall remit the balance of the Initial Purchase Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and the Purchaser may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted the balance of its Initial Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser.

Securities. funds and other property (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Fund may Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Collateral Agent so requests, signature guaranteed, to be held by subcustodians appointed the Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Subject to Section 5.3(a), any sums paid upon or in respect of the Securities upon the liquidation or dissolution of any Issuer, and in case any distribution of capital shall be made on or in respect of the Securities or any property shall be distributed upon or with respect to the Securities pursuant to the provisions recapitalization or reclassification of this Section 3 the capital of any Issuer or pursuant to the reorganization thereof or otherwise, the sums or property so paid or distributed shall, in each case unless otherwise subject to a perfected security interest in favor of the Collateral Agent or not required by the Loan Documents to be subject to a perfected security interest (a "Subcustodian"in which event such sums or property may be retained by such Grantor). The Custodian may, at any time and from time be delivered to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) Collateral Agent to act be held by it hereunder as a Subcustodian additional collateral security for the Fund, provided that Secured Obligations. If any sums of money or property so paid or distributed in respect of the Fund shall have approved in writing (1) any such bank or trust company Securities and the subcustodian agreement required hereby to be entered into between delivered to the Collateral Agent shall be received by such bank Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust company and for the CustodianSecured Parties, and segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. (2b) if Without the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property prior written consent of the Fund in Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer of Pledged Stock to issue any Capital Stock of any nature or to issue any other securities convertible into or granting the country in which it is proposed right to utilize the services purchase or exchange for any Capital Stock of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund nature of any such action. Those SubcustodiansIssuer, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completedunless, in the event that case of an investment is made prior to approval, if practicalissuance of Capital Stock, such security shall be removed to an approved location Grantor (x) provides the Collateral Agent with five days’ prior notice of such issuance and (y) promptly after such issuance, complies with Section 4.7(a), (ii) sell, assign, transfer, exchange, or if not practical such security shall be held by such agent as the Custodian may appoint. In such eventotherwise dispose of, or grant any option with respect to, the Custodian shall be liable Securities or Proceeds thereof (except pursuant to a transaction not prohibited by the Fund Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Securities or Proceeds thereof, or any interest therein, except for the actions of such agent if security interests created by this Agreement and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent except as permitted by the subcustodian Credit Agreement or (iv) except such that reflect customary securities law restrictions, enter into any agreement and applicable lawor undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, the Custodian's rights against assign or transfer any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the FundSecurities or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the Custodian terms of this Agreement relating to the Securities issued by it and will terminate comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any subcustodian Appointed of the events described in Section 4.7(a) with respect to the Securities issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to the provisions of this Section 3 in accordance 5.3(c) or 5.7 with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice respect to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianSecurities issued by it.

Securities. funds and other property is registered at the close of business on a Special Record Date for the Fund may payment of such Defaulted Interest to be held fixed by subcustodians appointed pursuant the Trustee, notice whereof shall be given to the provisions Holders of Securities of this Section 3 (a "Subcustodian"). The Custodian mayseries not less than 10 days prior to such Special Record Date, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, paid at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify other lawful manner not inconsistent with the Fund requirements of any such action. Those Subcustodians, their offices or branches securities exchange on which the Fund has approved Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to date are set forth on Appendix A hereto. Such Appendix bear interest prior to Maturity, insert--The principal of this Security shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing not bear interest except in the Custodian sufficiently in advance case of a proposed investment which is to be held default in payment of principal upon acceleration, upon redemption or at a location not listed on Appendix A, Stated Maturity and in order that there such case the overdue principal of this Security shall be sufficient time for bear interest at the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions rate of such agent if and only _____% per annum (to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian payment of such interest shall pursue its rights against be legally enforceable), which shall accrue from the date of such agent. In the event that any Subcustodian appointed pursuant default in payment to the provisions date payment of this Section 3 fails to perform such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, ______% per annum (to the extent permitted by that the subcustodian agreement payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request interest shall also be payable on demand.] Payment of the Fundprincipal of (and premium, if any) and [if applicable, insert--any such] interest on this Security will be made at the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement office or agree to change or permit any changes thereunder except upon the prior written approval agency of the Fund. In Company maintained for that purpose in __________, in such coin or currency of the event United States of America as at the Custodian receives a claim from a Subcustodian under time of payment is legal tender for payment of public and private debts [if applicable, insert--; provided, however, that at the indemnification provisions option of any subcustodian agreement, the Custodian shall promptly give Company payment of interest may be made by: (1) wire transfer on the date of payment in immediately available federal funds or next day funds to an account specified by written notice to the Fund Trustee from any Holder of Securities; (2) any similar manner that such claim. No more than thirty days after written notice Holder may designate in writing to the Fund Trustee; or (3) by check mailed to the address of the Custodian's intention Holder]. Reference is hereby made to make such paymentthe further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the Fund will reimburse same effect as if set forth at this place. Unless the Custodian certificate of authentication hereon has been executed by the amount of such payment except in respect of Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any negligence benefit under the Indenture or misconduct of the Custodianbe valid or obligatory for any purpose.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. With respect to the securities and funds held by a Subcustodian, either directly or indirectly, including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2K, 2L or 2M, the Custodian shall be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian; provided, however, that the Custodian shall be liable to the Fund for losses resulting from the bankruptcy or insolvency of a Subcustodian if and only to the extent that such Subcustodian is liable to the Custodian and the Custodian recovers from such Subcustodian under the applicable subcustodian agreement. The Custodian shall nevertheless be liable to the Fund for its own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. With respect to the securities and funds held by a Subcustodian, either directly or indirectly, including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2K, 2L or 2M, the Custodian shall be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. The Custodian shall nevertheless be liable to the Fund for its own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Securities. funds and other property 7.1 All Securities will be recorded in the Custody Account as Securities held on behalf of the Fund may be held Client by subcustodians appointed pursuant the Custodian or a Sub-Custodian. 7.2 The Client will deliver or procure the delivery of the Securities to the provisions Custodian or as the Custodian may direct at the Client’s expense and risk and in the manner and accompanied by such documents as the Custodian may require. The duties and obligations of this Section 3 the Custodian to hold the Securities shall extend only to the Securities actually received by the Custodian (a "Subcustodian"or the Sub-Custodian, as applicable on behalf of the Client. 7.3 The Custodian will identify in its records that the Securities belong to the Client (unless otherwise agreed with the Client). The Custodian may, at any time and from time will take the necessary steps to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided ensure that Sub-Custodians identify in their records that the Fund shall have approved in writing Securities (1) any such bank or trust company and together with the subcustodian agreement to be entered into between such bank or trust company and securities of other clients of the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property belong to clients of the Fund Custodian. 7.4 Although the Custodian will not pool the Securities with the Custodian’s own securities except where this happens in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fundlimited circumstances permitted under Clause 8.1, the Custodian is authorized may pool the Securities with securities held for its other clients. Where pooling takes place: (a) the Client shall be treated as the beneficial owner of such proportion of the relevant securities, as the number of its Securities bears to the total number of securities held; and (b) the Custodian has no obligation to redeliver the Securities originally deposited but shall redeliver securities of the same number, class, and denomination and issue as the Securities originally deposited. Accordingly, the Client acknowledges that the Securities redelivered to it in accordance with the terms of this Agreement may not be the Securities originally deposited with the Custodian. 7.5 Documents of title to Securities in bearer form and other documents evidencing title to Securities will be held in the physical possession of the Custodian or by a Sub-Custodian, Clearing System or their agents or as otherwise directed by the Client (at the sole expense and risk of the Client). The Custodian shall segregate such documents of the Client from any such documents of the Custodian. Where Securities in bearer form are held by a Sub-Custodian, Clearing System or agent the Custodian shall take the necessary steps to ensure the Securities in bearer form are identifiable separately from the Custodian’s, Clearing System’s, Sub-Custodian’s or other agent’s securities in bearer form. 7.6 The Custodian shall have no liability for losses incurred by the Client, or any other person, as a result of the receipt or acceptance or delivery to or on behalf of the Fund to notify each Subcustodian Custodian of its appointment as suchfraudulent, forged or invalid securities (or securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market) or for vouching good title of any such securities. 7.7 The Client shall bear all risks of investing in securities or holding cash denominated in any currency. Without limiting the foregoing, the Client shall bear the risks that rules or procedures imposed by clearing systems, exchange controls, asset freezes, nationalisation, expropriation or other laws or regulations shall prohibit or impose burdens or costs on the transfer to, by or for the account of the Client of securities or cash held or the conversion of cash from one currency into another currency. The Custodian mayshall not be obliged to substitute another currency for a currency whose transferability, at any time in its discretion, remove any bank convertibility or trust company that availability has been appointed as a Subcustodian but will promptly notify affected by such law, regulation rule or procedure or by any market conditions which prevent the Fund orderly executions of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deletedsecurities transactions. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall not be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent Client for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform loss resulting from any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian events specified in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodiansection.

Securities. funds (a) The Trustee shall authenticate, register and other property deliver Securities for original issuance as instructed from time to time by a requisition of the Fund may Special Warrant Trustee. Under no circumstances will the Trustee authenticate, register and deliver Securities for original issuance without first having received such requisition. Such requisition shall specify the aggregate principal amount of Securities previously issued under this Indenture, the remaining aggregate principal amount of Securities authorized under this Indenture, the name or names to be held registered, the principal amount or amounts to be authenticated and the manner and place of delivery and shall otherwise be in a format agreed upon by subcustodians appointed the Trustee and the Special Warrant Trustee. In the event that a retraction right arises with respect to the Special Warrants, the Company shall give the Trustee immediate notice thereof and, thereafter, prior to the issuance of any Securities pursuant to the provisions of this Section 3 304(a), the Trustee shall be entitled to receive an Opinion of Counsel to the effect that the issuance of such Securities is entitled to an exemption under the 1933 Act. Promptly upon receipt of such requisition, the Trustee shall give written notice to the Special Warrant Trustee as to the time by which it reasonably expects to be able to authenticate, register and deliver the Securities referred to in such requisition. Upon such authentication, registration and delivery, the Trustee shall notify the Company and the Special Warrant Trustee in writing thereof and the Company shall deliver to the Trustee a receipt therefor. (a "Subcustodian"). b) The Custodian maySecurities shall be issued in definitive registered form, at without coupons, substantially in the form specified in Section 202. (c) At any time and from time to timetime after the execution and delivery of this Indenture, appoint any bank the Company may deliver Securities executed by the Company to the Trustee or trust company (meeting the requirements to its order for authentication pursuant to this Section 304 together with a Company order for authentication and delivery of a custodian or a foreign custodian under the Investment Company Act of 1940 such Securities, and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank Trustee or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian Authenticating Agent in accordance with the provisions such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. In connection with any Company Order for authentication, a compliance certificate and Opinion of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed Counsel pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will 102 shall not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianbe required.

Securities. funds and other property On the basis of the Fund representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, the Underwritten Securities, and each Underwriter, severally and not jointly, agrees to purchase the respective number of Underwritten Securities set forth opposite its name in Exhibit A hereto plus any additional number of Securities which such Underwriter may be held by subcustodians appointed become obligated to purchase pursuant to the provisions of this Section 3 11 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a price of $24.3425 per share (a "Subcustodian"the “Purchase Price”). The Custodian mayIn addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell the Option Securities to the several Underwriters, and each Underwriter, severally and not jointly, agrees to purchase the Option Securities, in each case, at the Purchase Price. If any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement Option Securities are to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United Statespurchased, the holding number of securities, cash and other property Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the Fund in same ratio to the country in which it is proposed to utilize aggregate number of Option Securities being purchased as the services number of Underwritten Securities set forth opposite the name of such subcustodian. Upon Underwriter in Schedule A hereto (or such approval amount increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the Fundseveral Underwriters, subject to such adjustments among the Custodian is authorized on behalf Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of the Fund to notify each Subcustodian of its appointment as suchfractional Securities. The Custodian may, Underwriters may exercise the option to purchase the Option Securities at any time in its discretionwhole, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Securities as Subcustodians, branches or offices to which the option is being exercised and the date and time when the Option Securities are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix Adelivered and paid for, in order that there shall which may be sufficient the same date and time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, Closing Date (as defined below) but shall not be earlier than the Custodian shall be liable to Closing Date nor later than the Fund for tenth full business day (as hereinafter defined) after the actions date of such agent if notice (unless such time and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian date are postponed in accordance with the provisions of this Section 311 hereof). At the election of the Fund, it Any such notice shall have the right to enforce, be given at least two business days prior to the extent permitted by the subcustodian agreement date and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request time of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodiandelivery specified therein.

Securities. funds and other property On or before the 60th day next preceding each sinking fund payment date for any series, the Issuer will deliver to the Trustee an Officers' Certificate (which need not contain the statements required by Section 10.5) (a) specifying the portion of the Fund may mandatory sinking fund payment to be held satisfied by subcustodians appointed pursuant to the provisions payment of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 cash and the rules and regulations thereunder) portion to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any be satisfied by credit of Securities of such bank or trust company series and the subcustodian agreement basis for such credit, (b) stating that none of the Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to be entered into between such bank series have occurred (which have not been waived or trust company cured) and the Custodian, are continuing and (2d) if stating whether or not the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed Issuer intends to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund exercise its right to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place make an optional sinking fund payment with such Subcustodian pursuant respect to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian series and, if necessary or desirableso, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian specifying the amount of such optional sinking fund payment except which the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officers' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers' Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such 60th day, to deliver such Officers' Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any negligence preceding sinking fund payments made in cash shall exceed $50,000 (or misconduct the equivalent thereof in any Foreign Currency or ECU) or a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency or ECU) if the Issuer shall so request with respect to the Securities of any particular series, such cash shall be applied on the Custodian.next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. Fund In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Securities. funds In connection with the offer and other property sale by the Company to Employee of the Fund may be held by subcustodians appointed Bonus Shares, Annual Options, Additional Options and the shares of Common Stock issuable upon exercise of each of such options, except for Common Stock issued upon exercise of such options pursuant to an effective registration (collectively, the provisions of this Section 3 (a "SubcustodianRestricted Securities"). The Custodian may, the Employee represents and warrants to the Company as follows: (a) Employee acknowledges that all documents, records and books pertaining to the Company are available for inspection by him and his advisor(s). (b) Employee, by reason of his business or financial experience, can be reasonably assumed to have the capacity to protect his interests in connection with the investment in the Restricted Securities pursuant to this Agreement. (c) Employee is able to bear the substantial economic risks of an investment in the Restricted Securities for an indefinite period of time, has no need for liquidity in such investment and, at any time and from time to the present time, appoint could afford a complete loss of such investment. (d) Employee has such knowledge and experience in financial, tax and business matters so as to enable him to evaluate the merits and risks of an investment in the Restricted Securities and to make an informed investment decision with respect thereto. (e) Employee acknowledges that the issuance of the Restricted Securities by the Company to Employee has not been registered under the Securities Act or any bank state securities law. Employee will not sell or trust company (meeting otherwise transfer the requirements Restricted Securities without registration under the Securities Act or applicable state securities laws or an exemption therefrom; Employee represents that he is purchasing the Restricted Securities for his own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act; and Employee has not offered or sold any portion of the Restricted Securities being acquired nor does such Purchaser have any present intention of dividing such Restricted Securities with others or of selling, distributing or otherwise disposing of any portion of such Restricted Securities either currently or after the passage of a custodian fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. (f) Employee acknowledges that each certificate representing the shares of Common Stock that are Restricted Securities shall be stamped or otherwise imprinted with a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund legend substantially in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fundfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian maySOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, at any time in its discretionDIRECTLY OR INDIRECTLY, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those SubcustodiansNOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as SubcustodiansWITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, branches or offices are changedSUCH COMPLIANCE, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix AAT THE OPTION OF THE CORPORATION, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completedTO BE EVIDENCED BY AN OPINION OF COUNSEL, in the event that an investment is made prior to approvalIN FORM ACCEPTABLE TO THE CORPORATION, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianTHAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant (i) Subject to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, the number of Subscribed Securities set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Purchase Price”). The Purchaser acknowledges that the Subscribed Securities, and any securities of the applicable subcustodian agreementCompany that may be distributed to the Purchaser on account of the Subscribed Securities (collectively, the Custodian “Securities”), will be subject to restrictions on transfer as set forth in this Agreement. (ii) On the date hereof, (A) the Company shall use its best efforts issue to cause the Purchaser the number of Founder Shares set forth on Schedule A hereto, in consideration for the Purchaser’s payment of the portion of the Initial Purchase Price applicable to such Subcustodian Founder Shares, as set forth on Schedule A hereto, by wire transfer of immediately available funds or other means approved by the Company, and (B) the Sponsor shall forfeit to perform such obligationsthe Company for cancellation, for no consideration, and have no further right, title or interest in, an equal number of Founder Shares. In If the event that IPO Closing has not occurred by [December 31, 2021], then the Custodian is unable Company will promptly redeem the Purchaser’s Founder Shares issued pursuant to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, 1(a)(ii) for a cash payment equal to the extent permitted Initial Purchase Price paid by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except Purchaser in respect of any negligence such Founder Shares, and this Agreement shall terminate and be of no further force or misconduct effect. (iii) The Company shall notify the Purchaser in writing of the Custodiananticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall remit the balance of the Initial Purchase Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and the Purchaser may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted the balance of its Initial Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant (i) Subject to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, the number of Private Placement Warrants set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Warrant Purchase Price”). (ii) On the date of the applicable subcustodian agreementBusiness Combination Closing (as defined below), the Custodian Purchaser shall use its best efforts purchase from the Company, and the Company shall issue and sell to cause the Purchaser, the number of shares of Class B Common Stock set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto, by wire transfer of immediately available funds or other means approved by the Company. If the Business Combination Closing has not occurred by the date that is 18 months (or if such Subcustodian date is extended by the Company, 21 months or 24 months, as applicable) from the IPO Closing or any other stockholder-approved extension period, then no purchase of shares of Class B Common Stock shall occur pursuant to perform such obligations. In the event this Section 1(a)(ii). (iii) The Purchaser acknowledges that the Custodian is unable Subscribed Securities, and any securities of the Company that may be distributed to cause such Subcustodian to perform fully its obligations thereunderthe Purchaser on account of the Subscribed Securities (collectively, the Custodian “Securities”), will be subject to restrictions on transfer as set forth in this Agreement. (iv) The Company shall forthwith upon notify the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian Purchaser in accordance with the provisions of this Section 3. At the election writing of the Fund, it shall have anticipated date of the right to enforce, effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the extent permitted Effective Date, and the Purchaser shall remit the Initial Warrant Purchase Price to the Company’s transfer agent, by wire transfer of immediately available funds or other means approved by the subcustodian agreement Company, on the date of the IPO Closing, or such other date as the Company and applicable lawthe Purchaser may agree upon in writing; provided, however, that if the actual number of Public Units offered and sold in the IPO is less than 20,000,000 or greater than 60,000,000, then the Purchaser shall not be obligated to remit the Initial Warrant Purchase Price as set forth in Section 1(a)(i) and the Purchaser or the Company may in its sole discretion terminate this Agreement which shall be of no further force or effect. As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted the Initial Warrant Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Custodian's rights against any Company will promptly cause its transfer agent to return such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant amounts to the provisions Purchaser. If the IPO Closing has not occurred by [●], this Agreement shall terminate and be of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement no further force or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianeffect.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant (i) Subject to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, the number of Subscribed Securities set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Purchase Price”). The Purchaser acknowledges that the Subscribed Securities, and any securities of the applicable subcustodian agreementCompany that may be distributed to the Purchaser on account of the Subscribed Securities (collectively, the Custodian shall use its best efforts “Securities”), will be subject to cause such Subcustodian to perform such obligations. In restrictions on transfer as set forth in this Agreement. (ii) On the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunderdate hereof, the Custodian Company shall forthwith upon issue to the Fund's request terminate Purchaser the number of Founder Shares set forth on Schedule A hereto, in consideration for the Purchaser’s payment of the portion of the Initial Purchase Price applicable to such Subcustodian andFounder Shares, if necessary as set forth on Schedule A hereto, by wire transfer of immediately available funds or desirableother means approved by the Company. If the IPO Closing has not occurred by December 15, appoint another subcustodian in accordance with 2020, then the provisions of Company will promptly redeem the Purchaser’s Founder Shares issued pursuant to this Section 3. At the election of the Fund, it shall have the right to enforce, 1(a)(ii) for a cash payment equal to the extent permitted Initial Purchase Price paid by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except Purchaser in respect of any negligence such Founder Shares, and this Agreement shall terminate and be of no further force or misconduct effect. (iii) The Company shall notify the Purchaser in writing of the Custodiananticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall remit the balance of the Initial Purchase Price to the Company (as adjusted pursuant to clause (iv) below), by wire transfer of immediately available funds or other means approved by the Company on the Effective Date, or such other date as the Company and the Purchaser may agree upon in writing, and upon such payment the Company shall issue to the Purchaser the number of Private Placement Warrants set forth on Schedule A hereto (as adjusted pursuant to clause (iv) below); provided, however, that if the actual number of Public Units offered and sold in the IPO is less than 20,000,000, then (x) the Purchaser shall not be obligated to remit the balance of the Initial Purchase Price as set forth in this Section 1(a)(iii) and (y) the Company shall promptly redeem the Purchaser’s Founder Shares issued pursuant to Section 1(a)(ii) for a cash payment equal to the Initial Purchase Price paid by the Purchaser in respect of such Founder Shares and this Agreement shall terminate and be of no further force or effect. As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted the balance of its Initial Purchase Price to the Company (as adjusted pursuant to clause (iv) below), then, unless the Purchaser otherwise agrees in writing, the Company will promptly return such amounts to Purchaser and Purchaser shall return such Private Placement Warrants to the Company.

Securities. funds (a) Such Property Entity will acquire the Units for its own account and other property not with a view to or for sale in connection with any public distribution thereof within the meaning of the Fund Securities Act, except that the Units may be held by subcustodians appointed distributed to the Unit Recipients pursuant to the provisions transactions contemplated by this Agreement, and such Midland Principal receiving Units in such distribution will acquire such Units for his own account and not with a view to or for sale in connection with any public distribution. (b) Such Midland Principal, Property Entity and Midland Affiliate has sufficient knowledge and experience in financial and business matters to enable him or it to evaluate the merits and risks of this Section 3 investment in the Units and the Common Stock issuable upon exercise of the Redemption Rights (a collectively, the "SubcustodianRegency Securities"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and has the ability to bear the economic risk of acquiring the Regency Securities. (2c) if the subcustodian is Such Midland Principal, Property Entity and Midland Affiliate has been furnished with a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property copy of the Fund in the country in Regency Exchange Act Reports and all other materials which he or it is proposed has requested from Regency, and such Midland Principal, Property Entity and Midland Affiliate has had a full opportunity to utilize the services ask questions of such subcustodian. Upon such approval by the Fund, the Custodian is authorized and receive answers from Regency or Persons acting on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph Regency concerning Regency and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreementacquisition of the Regency Securities. (d) Such Midland Principal, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event Property Entity and Midland Affiliate hereby acknowledges that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunderRegency Securities are not registered under the Securities Act or any state securities Laws and cannot be resold without registration thereunder or exemption therefrom. Such Midland Principal, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary Property Entity and Midland Affiliate agrees that he or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election it will not transfer all or any portion of the FundRegency Securities except as contemplated hereby unless such transfer has been registered or is exempt from registration under the Securities Act and any applicable state securities Laws, and he or it shall have require the right Unit Recipients to enforcebe bound by the same agreement as a condition of the distribution to them of the Units. The Regency Securities shall, unless otherwise registered, contain a prominent legend with respect to the extent permitted by restrictions on transfer under the subcustodian agreement Securities Act and other applicable law, state securities Laws. (e) To the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request knowledge of the FundMidland Principals, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 no more than 35 Unit Recipients do not qualify as an "accredited investor," as such term is defined in accordance with the termination provisions Regulation D promulgated under the applicable subcustodian agreementSecurities Act. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon Each such Midland Principal is such an "accredited investor." (f) Schedule 6.2.2(f) lists the prior written approval jurisdiction of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions residence of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianeach Unit Recipient.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall Securities have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval each been duly authorized by the FundIssuers and, the Custodian is authorized on behalf of the Fund when issued and delivered to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible and paid for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian Initial Purchasers in accordance with the provisions terms of this Section 3. At Agreement and the election Indenture, will have been duly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the FundIssuers, it shall have the right to enforce, entitled to the extent permitted benefit of the Indenture, the Collateral Documents and the Registration Rights Agreement, and enforceable against the Issuers in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought. When executed and delivered, the Securities will conform in all material respects to the descriptions thereof in the Time of Sale Document and the Final Offering Memorandum and will be in the form contemplated by the subcustodian agreement Indenture. The Exchange Securities and applicable lawPrivate Exchange Securities have each been duly authorized by the Issuers and, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 when issued and delivered in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval terms of the Fund. In Indenture and delivered in accordance with the event Exchange Offer provided for in the Custodian receives a claim from a Subcustodian under Registration Rights Agreement, will have been duly executed, authenticated, issued and delivered and will constitute legal, valid and binding obligations of the indemnification provisions of any subcustodian agreementIssuers, the Custodian shall promptly give written notice entitled to the Fund of such claim. No more than thirty days after written notice to the Fund benefit of the Custodian's intention Indenture, and enforceable against the Isssuers in accordance with its terms, except that the enforcement thereof may be subject to make such payment(i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct discretion of the Custodiancourt before which any proceeding therefor may be brought.

Securities. funds and other property of 3.1. Any Securities credited to the Fund may securities accounts shall be held by subcustodians us as custodian, and you hereby appoint us, and we agree to act, as a custodian, in accordance with the terms of this Schedule with respect to any Securities. 3.2. We are authorised under this Schedule to act through and hold your Securities with sub- custodians being such other entities as we may appoint as sub-custodian. In addition, we and each sub-custodian appointed by us may deposit your Securities with, and hold your Securities in any securities depository (which may include any settlement system, dematerialised book entry system, clearance system or similar system) on such terms as such systems customarily operate. We reserve the right to add, replace or remove any sub-custodians. 3.3. We will use reasonable skill, care and diligence in the selection of any sub-custodian appointed by us pursuant to this Schedule and shall be responsible to you for satisfying ourselves as to the provisions ongoing suitability of this Section 3 such sub-custodian, for the maintenance of an appropriate level of supervision over such sub-custodian and for making periodic inquiries to confirm that the obligations of such sub- custodian to us are discharged in a satisfactory manner. 3.4. We are authorised to hold in bearer form such securities as are customarily held in bearer form and register (at our discretion) in your or in our name or in the name of another sub-custodian appointed by us or any our nominee or another sub-custodian appointed by us, such securities as are customarily held in registered form. 3.5. Except as otherwise expressly stated herein, we shall not be responsible for Loss resulting from an act or omission of any third party, whether or not appointed by us, which is beyond our control and shall not be obliged to request such third party to comply with its obligations but undertake to provide reasonable assistance to you in doing so. 3.6. We shall be allowed to register or record legal title to your Securities in the name of a "Subcustodian")nominee. The Custodian mayWhere investments are subject to the law or market practice of a jurisdiction outside the Republic of Mauritius and due to the nature of the law or market practice of an overseas jurisdiction, it is in your best interest or it is not feasible to do otherwise: (a) where we are prevented from registering or recording legal title to your Securities in your name or the name of a nominee, we may register or record your Securities in the name of a sub-custodian or other third party; or (b) where we are prevented from registering or recording legal title to your Securities in your name, the name of a nominee, or the name of a third party, we may register or record your Securities in our name. If your Securities are registered in our name, such Securities may not be segregated from our assets, and, in the event of our insolvency, your Securities may not be as well protected. Arrangements with sub-custodians are such that your Securities held with them shall be in a separate account containing assets belonging only to our clients and not our proprietary assets. In any event, we will notify you of the registration name used in respect of your Securities which are registrable securities. 3.7. We are committed to maintain adequate organisational arrangements to minimize the risk of misuse, fraud, poor administration, inadequate recordkeeping or negligence in respect of your Securities. We keep such records and accounts as are necessary to enable us at any time and without delay to distinguish securities held for one client from time those held for any other client, and from our own assets. We maintain our records and accounts in a way that ensures their accuracy and in particular their correspondence to timeyour Securities. We conduct, appoint on a regular basis, reconciliations between our internal accounts and those of any bank third parties with which your Securities are held. 3.8. If we deposit your Securities with a person located outside the Republic of Mauritius, we will be subject to the law of that state and your rights in relation to your Securities may differ accordingly. If the safekeeping of securities is subject to specific regulation and supervision in a jurisdiction where we propose to hold your Securities with a third party, we will not deposit your Securities in that jurisdiction with a third party which is not subject to such regulation and supervision. 3.9. We will not hold your Securities with a person located outside the Republic of Mauritius which does not regulate custody activities unless the nature of your Securities requires your Securities to be held in such a state or trust company (meeting we receive a prior written instruction from you, in which case the requirements consequences of a custodian doing so are entirely at your own risk. 3.10. You shall not be entitled to any fraction or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act other entitlement arising as a Subcustodian result of us holding your Securities in omnibus accounts, which is not directly referable solely to your holding and such fractions or entitlements shall be at our disposal. On partial redemptions, we shall use whatever method we deem fair to determine how shares will be redeemed. 3.11. We do not make any warranties, representations or other statements whatsoever in respect of the validity or sufficiency of the securities, the enforceability of any rights or interests relating thereto or whether it is appropriate, necessary or desirable to take or omit to take any action in relation thereto, and these matters shall exclusively be your concern. We shall have no duty to advise or make recommendations to you in connection with the securities and we shall not be responsible for advising you as to the Fundinvestment merits of such securities. 3.12. You agree that we may cease to treat any assets as Securities held for you, provided that we have held the Fund shall have approved relevant assets in writing (1) any such bank or trust company safe custody for you for at least 6 years and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.6 years preceding

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant (i) Subject to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, the number of Private Placement Warrants set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Warrant Purchase Price”). (ii) On the date of the applicable subcustodian agreementBusiness Combination Closing, the Custodian Purchaser shall use its best efforts purchase from the Sponsor, and the Sponsor shall transfer and sell to cause such Subcustodian the Purchaser, the number of Founder Shares set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto, by wire transfer of immediately available funds or other means approved by the Sponsor. If the Business Combination Closing has not occurred by the date that is 18 months from the IPO Closing (or 21 months from the IPO Closing if the Company has entered into a definitive agreement with a potential target to perform such obligations. In the event consummate a Business Combination), then no purchase of Founder Shares shall occur pursuant to this Section 1(a)(ii). (iii) The Purchaser acknowledges that the Custodian is unable Subscribed Securities, and any securities of the Company that may be distributed to cause such Subcustodian to perform fully its obligations thereunderthe Purchaser on account of the Subscribed Securities (collectively, the Custodian “Securities”), will be subject to restrictions on transfer as set forth in this Agreement. (iv) The Company shall forthwith upon notify the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian Purchaser in accordance with the provisions of this Section 3. At the election writing of the Fund, it shall have anticipated date of the right to enforce, effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the extent permitted Effective Date, and the Purchaser shall remit the Initial Warrant Purchase Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately available funds or other means approved by the subcustodian agreement Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and applicable lawthe Purchaser may agree upon in writing; provided, however, that if the actual number of Public Units offered and sold in the IPO is less than 20,000,000 or greater than 30,000,000, then the Purchaser shall not be obligated to remit the Initial Warrant Purchase Price as set forth in Section 1(a)(i) and any of the Purchaser, the Custodian's rights against Company or the Sponsor may in its sole discretion terminate this Agreement which shall be of no further force or effect. As used herein, “Business Day” means any such Subcustodian for loss day, other than a Saturday or damage caused a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the Fund City of New York, New York. If the IPO Closing has not occurred by such Subcustodian. At the written request of date that is seven (7) Business Days after the Funddate on which the Purchaser remitted the Initial Warrant Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Custodian Company will terminate any subcustodian Appointed pursuant promptly cause its transfer agent to return such amounts to the provisions Purchaser. If the IPO Closing has not occurred by August 1, 2021, this Agreement shall terminate and be of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement no further force or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianeffect.

Securities. funds The Investors holding Registrable Securities which are to be distributed by such underwriters shall be parties to such underwriting agreement and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to timetheir option, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided require that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement Company make to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian benefit of such holders the representations, warranties and covenants of the Company which are being made to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund and for the actions benefit of such agent if underwriters and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions which are of the applicable subcustodian agreement, the Custodian type customarily provided to institutional investors in secondary offerings. n. The Company shall use its it best efforts to obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any, and to the Investors holding a majority-in-interest of the Registrable Securities, and furnish to each Investor participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such Investor or underwriter. o. The Company shall cooperate with the Investors holding Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Subcustodian Registrable Securities to perform be issued in such obligations. In the event that the Custodian is unable to cause denominations and registered in such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian names in accordance with the provisions underwriting agreement prior to any sale of this Section 3. At Registrable Securities to the election underwriters or, if not an underwritten offering, in accordance with the instructions of the FundInvestors holding Registrable Securities at least three business days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof. p. The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investors of Registrable Securities pursuant to the Registration Statement. q. If any such registration statement or comparable statement under "blue sky" laws refers to any Investor by name or otherwise as the holder of any securities of the Company, it then such Investor shall have the right to enforcerequire (i) the insertion therein of language, in form and substance satisfactory to such Investor and the Company, to the extent permitted effect that the holding by such Investor of such securities is not to be construed as a recommendation by such Investor of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Investor will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Investor by name or otherwise is not in the judgment of the Company, as advised by counsel, required by the subcustodian agreement and applicable law1933 Act or any similar federal statute or any state "blue sky" or securities law then in force, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request deletion of the Fund, the Custodian will terminate any subcustodian Appointed pursuant reference to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianInvestor.

Securities. funds and other property On the basis of the Fund representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, the number of shares of Firm Securities set forth in Schedule A opposite the name of such Underwriter, plus any shares of Firm Securities which such Underwriter may be held by subcustodians appointed become obligated to purchase pursuant to the provisions of this Section 3 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. In addition, the Company hereby grants to each Underwriter, severally and not jointly, the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, each Underwriter shall have, severally and not jointly, the right to purchase from the Company, all or a portion of the number of shares of Additional Securities that bears the same proportion to the total number of shares of Additional Securities to be sold at such additional time of purchase (a "Subcustodian")as defined below) as the number of shares of Firm Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of shares of Firm Securities. The Custodian may, This option may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time upon written notice by the Representative to the Company. Such notice shall set forth the aggregate number of Additional Securities as Subcustodiansto which the option is being exercised and the date and time when the Additional Securities are to be delivered (any such date and time being hereafter referred to as the “additional time of purchase”), branches provided, however, that any additional time of purchase shall not be (i) earlier than the Closing Time or offices are changed, added (ii) earlier than the second business day or deletedlater than the tenth business day after the date on which the option shall have been exercised. The Fund price of both the Firm Securities and any Additional Securities purchased by the Underwriters and sold to retail investors shall be responsible for informing $24.2125 per share and the Custodian sufficiently in advance price of a proposed investment which is the both the Firm Securities and any Additional Securities purchased by the Underwriters and sold to be held at a location not listed on Appendix A, in order that there institutional investors shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian$24.75 per share.

Securities. funds and other property 6.1 All Securities will be recorded in the Customer Custody Account as Securities held on behalf of the Fund may be held Customer by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 Xxxxxxxx and the rules title of the Customer Custody Account shall indicate that the Property does not belong to Multrees. 6.2 The Manager will deliver or procure the delivery of the Securities to Multrees (or elsewhere as Multrees may direct) at the Manager’s expense and regulations thereunder) to act risk and in the manner and accompanied by such documents as a Subcustodian for Multrees may require. 6.3 Multrees will not pool any Securities with Multrees’ own securities except in the Fundlimited circumstances permitted under applicable Rules and further detailed in Clause 7.2 below, provided that Multrees will only do so where there is no alternative viable way of holding those Securities in order to effect the Fund relevant Instruction. Multrees may pool the Securities held for each Customer in a single pool with the securities held for other clients of Multrees (for example in a custody account with a Sub- Custodian) and may permit a Sub-Custodian or other delegates to pool such securities with securities held for their other clients. Where pooling by Xxxxxxxx takes place: (a) the Customer shall have approved be the beneficial owner of such proportion of all securities in writing the pool of a particular class, denomination or issue (1the "Aggregate Holding"), as the number of its equivalent Securities bears to the total number of such securities comprised in that Aggregate Holding; and (b) Multrees has no obligation to re-deliver the Securities originally deposited but shall re-deliver securities of the same number, class, denomination and issue as the Securities originally deposited. 6.4 Where Securities are held by a Sub-Custodian or Clearing System on a pooled basis, a Customer shall be the beneficial owner of such proportion of Multrees’ interest in or rights in respect of the securities in the pool of a particular class, denomination or issue (whether such interests or rights arise for itself or for its other clients, including a Customer) (the "Custodian's Aggregate Sub-Holding Rights") as the number of the equivalent Securities of the Customer represented in that pool bears to the total number of such securities giving rise to the Custodian's Aggregate Sub-Holding Rights. Upon the Manager’s written request and provided it is permitted to do so by the FCA Rules, Xxxxxxxx may agree to hold Securities belonging to a particular Customer or Customers through a particular Sub-Custodian or through Sub-Custodians in a particular jurisdiction, as nominated by the Manager. Such agreement shall not constitute a warranty or representation by Multrees that a particular regulatory, legal or tax treatment will be available to the relevant Customers in respect of the Securities held in such accounts and Multrees does not accept any such bank responsibility for making a particular regulatory, legal or trust company and the subcustodian tax treatment available. Any agreement to use a particular Sub- Custodian or Sub-Custodians in a particular jurisdiction shall not prevent the relevant Sub-Custodians from using sub-custodians in different jurisdictions. Any such entity nominated by a Manager under this sub-clause shall for the purposes Clause 4.1(a) of this Agreement be entered into between such bank or trust company and deemed to have been nominated by the Custodian, and (2) if the subcustodian is a bank organized Customer. 6.5 As characterised under the laws of the Principal Jurisdiction, a country other than the United States, the holding of securities, cash Customer’s beneficial interests described in Clauses 6.3 and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security 6.4 shall be held by Multrees on trust for the Customer on the basis of an equitable tenancy in common such agent that the Customer has an equitable interest in an undivided portion of the Aggregate Holding or Custodian's Aggregate Sub-Holding Rights, as appropriate. Should there be an irreconcilable shortfall after a liquidator, administrative receiver or administrator is appointed in relation to Multrees or a Sub-Custodian or depository (or after the Custodian occurrence of an equivalent event), Customers may appointshare in that shortfall in proportion to their original share of the assets in the pool. In such eventHowever, the Custodian shall manner in which such a shortfall will be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian dealt with may vary in accordance with the provisions of applicable law and rules (including for the avoidance of doubt all Rules governing the subject matter of this Section 3Agreement). At In the election event of such an irreconcilable shortfall, assets returned to Customers may be in the form of cash rather than securities. 6.6 Documents evidencing title to Securities will be held in the physical possession of Multrees or by a Sub-Custodian, Clearing System or their agents. Multrees shall segregate such documents from any documents evidencing title to Multrees' own securities, and shall take reasonable measures to ensure such segregation where documents are held by a Sub-Custodian, Clearing System or agent. Unless otherwise agreed (which shall only be in exceptional circumstances), Xxxxxxxx does not hold documents of title to Securities in bearer form. Where such documents are held they are held securely by Xxxxxxxx and a detailed record of such documents is maintained. 6.7 Multrees does not carry out stock lending (or any similar financing transactions) and would only ever use Securities held on behalf of a Customer for such a purpose following a specific Instruction to that effect from the Manager. 6.8 In the event that: (a) there has been no Instructions concerning the Customer's Custody Account for a period of at least twelve years; (b) Multrees has held the unclaimed Securities as custodian for a period of at least twelve years; and (c) Multrees has taken reasonable steps to trace the relevant Customer and to return the relevant Securities, Multrees may dispose of the FundSecurities pursuant to this Clause. The Manager shall provide Multrees with all reasonable assistance to ensure that any allocated but unclaimed Securities are duly returned to any former Customers for whom the Manager no longer provides investment management services. If following such reasonable endeavours it has not been possible to trace the relevant former Customer, it Multrees shall have be entitled to either (i) liquidate the right to enforceunclaimed Securities and pay away the proceeds or (ii) pay away an unclaimed Securities, in either case, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request a registered charity of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 Multrees' choice in accordance with the termination provisions under FCA Rules. Any such action shall be conditional on Multrees or a member of its Group providing an unconditional undertaking for the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval benefit of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except relevant Customer in respect of any negligence or misconduct of the Custodianaccordance with FCA Rules.

Securities. funds The Selling Stockholders agree, severally and other property not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption "Number of Optional Securities to be Sold" and the denominator of which is the total number of Optional Securities (subject to adjustment by CSFBC to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Fund Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended exercised from time to time as Subcustodians, branches or offices are changed, added or deletedand to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company and the Selling Stockholders. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient Each time for the Fund to give the approval required by the preceding paragraph delivery of and payment for the Custodian Optional Securities, being herein referred to put as an "Optional Closing Date," which may be the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although First Closing Date (the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approvalFirst Closing Date and each Optional Closing Date, if practicalany, such security being sometimes referred to as a "Closing Date"), shall be removed to an approved location or if not practical such security determined by CSFBC but shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable not later than five full business days after written notice of election to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian purchase Optional Securities is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreementgiven. The Custodian will not amend any subcustodian agreement or agree deliver the Optional Securities being purchased on each Optional Closing Date to change or permit any changes thereunder except upon the prior written approval Representatives for the accounts of the Fund. In several Underwriters, at the event above office of CSFBC in New York, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Custodian receives in the case of 450,000 Optional Securities, at the above office of Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxxx & Xachxxxxx, XXP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of CSFBC in New York at a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund reasonable time in advance of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianOptional Closing Date.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant (i) Subject to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions hereof, Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Purchaser, the number of Private Placement Warrants set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Warrant Purchase Price”). (ii) Subject to the terms and conditions hereof, Purchaser shall purchase from [the Sponsor], and the Sponsor shall sell to Purchaser, the number of Founder Shares set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto (the “Initial Founder Share Purchase Price” and, together with the Initial Warrant Purchase Price, the “Initial Purchase Price”), by wire transfer of immediately available funds or other means approved by the Company. Notwithstanding the foregoing, Purchaser agrees that up to 15% of Purchaser’s Founder Shares may be surrendered by Purchaser to the Company for no consideration depending on the extent to which the underwriters’ over-allotment option is not exercised (the “Over-allotment Adjustment”). If the IPO Closing has not occurred by [___], 2021, this Agreement shall terminate and be of no further force or effect. (iii) Purchaser acknowledges that the Subscribed Securities, and any securities of the applicable subcustodian agreementCompany that may be distributed to Purchaser on account of the Subscribed Securities (collectively, the Custodian “Securities”), will be subject to restrictions on transfer as set forth in this Agreement. (iv) The Company shall use its best efforts notify Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to cause the Effective Date, and Purchaser shall remit the Initial Warrant Purchase Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing) and the Initial Founder Share Purchase Price to the Sponsor (to be held in escrow pending the IPO Closing), in each case, by wire transfer of immediately available funds or other means approved by the Company or the Sponsor, respectively, on the date that is one (1) Business Day prior to the Effective Date, or such Subcustodian other date as the Company or the Sponsor, respectively, and Purchaser may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to perform such obligationsclose in the City of New York, New York. In If the event IPO Closing has not occurred by the date that is seven (7) Business Days after the Custodian is unable date on which Purchaser remitted the Initial Purchase Price to cause such Subcustodian to perform fully its obligations thereunderthe Company’s transfer agent, then, unless Purchaser otherwise agrees in writing, the Custodian shall forthwith upon Company will promptly cause its transfer agent to return the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with Initial Warrant Purchase Price to Purchaser and the provisions of this Section 3. At Sponsor will return the election of the Fund, it shall have the right Initial Founder Share Purchase Price to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianPurchaser.

Securities. funds Any such consent or waiver by the Holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and other property binding upon such Holder and upon all future Holders and owners of the Fund this Security and any securities that may be held by subcustodians appointed pursuant issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Security or such other securities. As provided in and subject to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United StatesIndenture, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions Holder of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian Security shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall not have the right to enforceinstitute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default, (b) the Holders of not less than 25% in aggregate principal amount of the Securities Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Securities Outstanding a direction inconsistent with such request, and (c) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof, premium, if any, or interest hereon on or after the respective due dates expressed herein. No references herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the extent permitted principal, premium, if any, and interest on this Security in the manner, at the respective times, at the rate and in the coin or currency herein prescribed. This Security is issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof. Securities may be exchanged for a like aggregate principal amount of Securities of this series of other authorized denominations at the office or agency of the Issuer in New York, New York, in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge except for any tax or other governmental charge imposed in connection therewith. This Security is not subject to a sinking fund requirement. Upon due presentment for registration of transfer of Securities at the office or agency of the Issuer in New York, New York, a new Security or Securities of the same series of authorized denominations in an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith. No recourse under or upon any obligation, covenant or agreement contained in the Indenture, in any Security or coupon appertaining thereto, or because of any indebtedness evidenced hereby or thereby (including, without limitation, any obligation or indebtedness relating to the principal of, or premium, if any, or interest or any other amounts due, or claimed to be due, on this Security), or for any claim based thereon or otherwise in respect thereof, shall be had against any promoter, as such, or against any past, present or future shareholder, office or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the subcustodian agreement enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and applicable lawreleased by the acceptance hereof and as part of the consideration for the issue hereof. Prior to due presentation of a Security for registration of transfer, the Custodian's rights against Issuer, the Trustee, and any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request authorized agent of the FundIssuer or the Trustee may deem and treat the Person in whose name this Security is registered as the absolute owner of this Security (whether or not this Security shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the Custodian will terminate any subcustodian Appointed pursuant principal hereof and premium, if any, and subject to the provisions of this Section 3 in accordance with herein and on the termination provisions under face hereof; interest hereon, and for all other purposes, and neither the applicable subcustodian agreement. The Custodian will not amend Issuer nor the Trustee nor any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval authorized agent of the Fund. In Issuer or the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of Trustee shall be affected by any subcustodian agreement, the Custodian shall promptly give written notice to the Fund contrary. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused "CUSIP" numbers to be printed on the Securities of this series as a convenience to the Holders of such claimSecurities. No more than thirty days after written notice representation is made as to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount correctness or accuracy of such payment except in respect of any negligence or misconduct of CUSIP numbers as printed on the CustodianSecurities, and reliance may be placed only on the other identification numbers printed hereon.

Securities. funds and other property 6.01 Before any Development permitted by this Agreement, the Owner shall deposit with the Township any or either of, at the option of the Fund may Township, cash, negotiable securities, Irrevocable Letters of Credit, satisfactory to the Township, in form and content, equivalent to one hundred per cent (100%) of the estimated cost of Development, as set out in Schedule C. 6.02 The Owner covenants to comply with all of the financial requirements provided for herein and set out in Schedule C. 6.03 The Township shall not be held by subcustodians appointed pursuant obliged to invest any Securities provided, however in the event any Securities earn interest, the interest shall be credited to the Owner's liability provided herein. 6.04 In the event the Owner has deposited with the Township any Securities under the provisions of this Section 3 (Agreement which will expire prior to the completion of all or a "Subcustodian")portion of the works provided therefore, or any amount required to cover the maintenance period provided herein, the Owner shall deliver to the Township, replacement Securities satisfactory to the Township prior to any expiry date. Should the Owner not comply with this requirement, the Township is authorized to call upon the Securities held in the amount determined by the Municipal Engineer to meet the value of the uncompleted works or sufficient to satisfy the provisions of Paragraph 4 and Schedule B3 of this Agreement. The Custodian maySecurities provided by the developer shall acknowledge the Township's right as provided herein. 6.05 When the Municipal Engineer is satisfied that the Development, at has been completed in accordance with this Agreement, and that all Township accounts and taxes have been paid, and maintenance requirements met, the Municipal Engineer shall forthwith report the same to Council. If satisfied of the same, Council shall provide acceptance of any time and from time of the Development or any part thereof as evidenced by a Resolution of Council. 6.06 On final acceptance of the Development by the Municipal Engineer, the Owner shall be entitled to timehave released to it by the Township all Securities, appoint any bank or trust company then held by the Township under this Agreement with the exception of ten per cent (meeting 10%) of the requirements value of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian Securities, which shall be retained for the Fund, provided that the Fund shall have approved in writing warranty period of one (1) any such bank or trust company and year from the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property date of the Fund in the country in which it is proposed to utilize the services completion of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianDevelopment.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company or securities depository that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund Trust has approved to to-date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund Trust shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund Trust to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although With respect to the Fund does not intend to invest in a country before the foregoing procedures have been completedsecurities, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be funds and other property held by such agent a Subcustodian, either directly or indirectly, including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as the Custodian may appoint. In such eventreferred to in Sections 2L, 2M, 2N, or 20 the Custodian shall be liable to the a Fund for the actions of such agent if and only to the extent that such Subcustodian or any other Subcustodian is liable to the Custodian shall have recovered from such agent for any damages caused and the Fund by such agent and Custodian recovers under the applicable subcustodian agreement provided that the Custodian shall pursue its rights against such agentSubcustodian. The Custodian shall nevertheless be liable to the Trust for its own negligence in transmitting any instructions received by it from the Trust and for its own negligence in connection with the delivery of any securities, funds or other property held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the a Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the FundTrust, it shall have the right to enforce, to the - 19 - extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the a Fund by such Subcustodian. At the written request of the FundTrust, the Custodian will terminate any subcustodian Appointed Subcustodian appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the FundTrust. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the affected Fund of such claim. No more than thirty days after written notice to the such Fund of the Custodian's intention to make a payment under such paymentindemnification provisions, the such Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianCustodian or any Subcustodian.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. With respect to the securities and funds held by a Subcustodian, either directly or indirectly, including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2K, 2L or 2M, the Custodian shall be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. The Custodian shall nevertheless be liable to the Fund for its own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Securities. funds The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and other property the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Fund Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended exercised from time to time as Subcustodians, branches or offices are changed, added or deletedand to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient Each time for the Fund to give the approval required by the preceding paragraph delivery of and payment for the Custodian Optional Securities, being herein referred to put as an "Optional Closing Date," which may be the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although First Closing Date (the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approvalFirst Closing Date and each Optional Closing Date, if practicalany, such security being sometimes referred to as a "Closing Date"), shall be removed to an approved location or if not practical such security determined by CSFBC but shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more later than thirty five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Fund Representatives for the accounts of the Custodian's intention several Underwriters against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to make an account at a bank acceptable to CSFBC drawn to the order of the Company. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such paymentdenominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of CSFBC, the Fund will reimburse the Custodian the amount Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a reasonable time in advance of such payment except in respect of any negligence or misconduct of the CustodianOptional Closing Date.

Securities. funds (a) Contemporaneously with the execution and other property delivery of this Security Agreement (with respect to Securities and Security Entitlements in which the Company now has rights) and within ten (10) Business Days of the Fund may be held by subcustodians appointed pursuant Company first having rights in Securities and Security Entitlements (with respect to Securities and Security Entitlements in which the Company only has rights after the execution and delivery of this Security Agreement), the Company shall: (i) physically deliver to the provisions of this Section 3 Collateral Agent each certificated Security that is in bearer form; (a "Subcustodian"). The Custodian may, at any time ii) physically deliver to the Collateral Agent each certificated Security that is in registered form and from time to time, appoint any bank or trust company (meeting not registered in the requirements name of a custodian clearing agency and, except for Unlimited Liability Shares, either (as the Collateral Agent shall direct) endorse the Security certificate to the Collateral Agent or a foreign custodian under in blank by an effective endorsement or register the Investment Company Act of 1940 and Security certificate in the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property name of the Fund Collateral Agent or its representative; (iii) deliver to the Collateral Agent each uncertificated Security, except for Unlimited Liability Shares, or cause the issuer of that uncertificated Security to enter into an Account Control Agreement; or (iv) do one of the following (as the Collateral Agent shall direct): (A) cause a Securities Intermediary to enter into an Account Control Agreement in relation to the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized Securities Accounts or Security Entitlements; or (B) cause another person that has control on behalf of the Fund Collateral Agent, or having previously obtained control acknowledges that such person has control on behalf of the Collateral Agent to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund have control of any such actionSecurity Entitlement in the manner contemplated by subclause (A) above. Those SubcustodiansAny Security, their offices including any Security Entitlement, held or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required controlled by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian Collateral Agent pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security provisions of this Subsection 2.10(a) shall be held as Collateral under this Security Agreement to be dealt with in the manner provided for in this Security Agreement and/or the Indenture. (b) Subject to Subsection 2.10(c), all rights conferred by such agent statute or otherwise upon a registered holder of Securities shall: (i) with respect to any Securities or Security Entitlement held directly by the Collateral Agent or its representative, be exercised as the Custodian Company may appoint. In such eventdirect and for this purpose, the Custodian Collateral Agent shall, promptly upon the request of the Company, execute and deliver to the Company all such proxies and powers of attorney as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers that it is entitled to exercise pursuant to this Section 2.10(b)(i); and (ii) with respect to any Securities or Security Entitlement held directly by the Company or its representative, be exercised by the Company. (c) With respect to the Company’s rights relating to any Securities: (i) such rights shall not be exercised in any manner which is reasonably likely to be inconsistent with the rights intended to be conferred on the Collateral Agent by or pursuant to this Security Agreement; (ii) the Company shall not, without the prior written consent of the Collateral Agent or unless expressly permitted under the Indenture, by the exercise of any of such rights or otherwise, permit or agree to any variation of the rights attached to or conferred by any of the Securities, participate in any rights issue, elect to receive or vote in favour of receiving any dividends other than in the form of cash or participate in any vote concerning a dissolution, liquidation or winding-up of an issuer of Securities pursuant to its incorporating statute (or any similar proceeding), other than as expressly permitted by written agreement with the Collateral Agent; (iii) unless and until an Event of Default shall have occurred and be continuing, the Company shall be liable entitled to receive and retain any cash dividends paid on the Fund for the actions securities and any Proceeds derived from any sale of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent Securities permitted by the subcustodian agreement Indenture; and (iv) after the occurrence of an Event of Default and applicable lawwhile it is continuing (and without any consent or authority on the part of the Company), the Custodian's rights against any such Subcustodian for loss or damage caused Collateral Agent and its representatives may at the Fund by such Subcustodian. At Collateral Agent’s discretion (in the written request name of the Fund, the Custodian will terminate any subcustodian Appointed pursuant Company or otherwise) exercise or cause to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except be exercised in respect of any negligence or misconduct of the CustodianSecurities (other than Securities comprised of Unlimited Liability Shares) any voting rights or rights to receive dividends, interest, principal or other payments of money, as the case may be, forming part of the Securities and all other rights conferred on or exercisable by the bearer or holder thereof.

Securities. funds and other property of the a Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company or securities depository (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the a Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company or securities depository and the subcustodian agreement to be entered into between such bank or trust company and the CustodianCustodian or any Subcustodian, and (2) if the subcustodian is a bank bank, trust company or securities depository organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company or securities depository that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the each Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The A Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the a Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the a Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. With respect to the securities and funds held by a Subcustodian, either directly or indirectly, including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2L, 2M, 2N, or 20 the Custodian shall be liable to a Fund if and only to the extent that such Subcustodian or any other Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement provided that the custodian shall pursue its rights against such agent. The Custodian shall nevertheless be liable to the Fund for its own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the a Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the a Fund, the Custodian will terminate any subcustodian Appointed Subcustodian appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make a payment under such paymentindemnification provisions, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianCustodian or any Subcustodian.

Securities. funds (a) Contemporaneously with the execution and other property delivery of this Security Agreement (with respect to Securities and Security Entitlements in which the Company now has rights) and within ten (10) Business Days of the Fund may be held by subcustodians appointed pursuant Company first having rights in Securities and Security Entitlements (with respect to Securities and Security Entitlements in which the Company only has rights after the execution and delivery of this Security Agreement), the Company shall: (i) physically deliver to the provisions of this Section 3 Collateral Agent each certificated Security that is in bearer form; (a "Subcustodian"). The Custodian may, at any time ii) physically deliver to the Collateral Agent each certificated Security that is in registered form and from time to time, appoint any bank or trust company (meeting not registered in the requirements name of a custodian clearing agency and, except for Unlimited Liability Shares, either (as the Collateral Agent shall direct) endorse the Security certificate to the Collateral Agent or a foreign custodian under in blank by an effective endorsement or register the Investment Company Act of 1940 and Security certificate in the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property name of the Fund Collateral Agent or its representative; (iii) deliver to the Collateral Agent each uncertificated Security, except for Unlimited Liability Shares, or cause the issuer of that uncertificated Security to enter into an Account Control Agreement; or (iv) do one of the following (as the Collateral Agent shall direct): (A) cause a Securities Intermediary to enter into an Account Control Agreement in relation to the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized Securities Accounts or Security Entitlements; or (B) cause another person that has control on behalf of the Fund Collateral Agent, or having previously obtained control acknowledges that such person has control on behalf of the Collateral Agent to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund have control of any such actionSecurity Entitlement in the manner contemplated by subclause (A) above. Those SubcustodiansAny Security, their offices including any Security Entitlement, held or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required controlled by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian Collateral Agent pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security provisions of this Subsection 2.10(a) shall be held as Collateral under this Security Agreement to be dealt with in the manner provided for in this Security Agreement and/or the Collateral Trust Agreement. (b) Subject to Subsection 2.10(c), all rights conferred by such agent statute or otherwise upon a registered holder of Securities shall: (i) with respect to any Securities or Security Entitlement held directly by the Collateral Agent or its representative, be exercised as the Custodian Company may appoint. In such eventdirect and for this purpose, the Custodian Collateral Agent shall, promptly upon the request of the Company, execute and deliver to the Company all such proxies and powers of attorney as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers that it is entitled to exercise pursuant to this Section 2.10(b)(i); and (ii) with respect to any Securities or Security Entitlement held directly by the Company or its representative, be exercised by the Company. (c) With respect to the Company’s rights relating to any Securities: (i) such rights shall not be exercised in any manner which is reasonably likely to be inconsistent with the rights intended to be conferred on the Collateral Agent by or pursuant to this Security Agreement and/or the Collateral Trust Agreement; (ii) the Company shall not, without the prior written consent of the Collateral Agent or unless expressly permitted under the Secured Debt Documents, by the exercise of any of such rights or otherwise, permit or agree to any variation of the rights attached to or conferred by any of the Securities, participate in any rights issue, elect to receive or vote in favour of receiving any dividends other than in the form of cash or participate in any vote concerning a dissolution, liquidation or winding-up of an issuer of Securities pursuant to its incorporating statute (or any similar proceeding), other than as expressly permitted by written agreement with the Collateral Agent; (iii) unless and until an Actionable Default shall have occurred and be continuing, the Company shall be liable entitled to receive and retain any cash dividends paid on the Fund for the actions securities and any Proceeds derived from any sale of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent Securities permitted by the subcustodian agreement Secured Debt Documents; and (iv) after the occurrence of an Actionable Default and applicable lawwhile it is continuing (and without any consent or authority on the part of the Company), the Custodian's rights against any such Subcustodian for loss or damage caused Collateral Agent and its representatives may at the Fund by such Subcustodian. At Collateral Agent’s discretion (in the written request name of the Fund, the Custodian will terminate any subcustodian Appointed pursuant Company or otherwise) exercise or cause to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except be exercised in respect of any negligence or misconduct of the CustodianSecurities (other than Securities comprised of Unlimited Liability Shares) any voting rights or rights to receive dividends, interest, principal or other payments of money, as the case may be, forming part of the Securities and all other rights conferred on or exercisable by the bearer or holder thereof.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be C-123 entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. With respect to the securities and funds held by a Subcustodian, either directly or indirectly, including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2K, 2L or 2M, the Custodian shall be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. The Custodian shall nevertheless be liable to the Fund for its own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian. In the other event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Securities. funds (a) Such Contributor or Title Holding Entity or its Equity Holders will acquire the LP Units and other property the Common Shares exchangeable therefor (the "Underlying Shares"), or the Common Shares directly, as the case may be, for its ------------------ own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Fund Securities Act of 1933, as amended (the "Securities Act"), except that any such securities may be held by subcustodians appointed sold -------------- pursuant to registration or any exemption therefrom (which may include a distribution to the provisions equity holders of this Section 3 (a "Subcustodian"). The Custodian may, at any time and such Contributor or Title Holding Entity or its Equity Holders provided such distribution is made pursuant to an exemption from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian registration under the Investment Company Act Securities Act). (b) Such Contributor or Title Holding Entity and each of 1940 its Equity Holders has sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of an investment in the LP Units (together with the Underlying Shares) and the rules Common Shares. Such Contributor or Title Holding Entity and regulations thereunder) each of its Equity Holders has the ability to act as a Subcustodian for bear the Fund, provided that economic risk of acquiring the Fund shall have approved in writing (1) any such bank or trust company LP Units and the subcustodian agreement to be entered into between such bank Common Shares. (c) Such Contributor or trust company Title Holding Entity and the Custodian, and (2) if the subcustodian is each of its Equity Holders has been furnished with a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property copy of the Fund in Private Offering Materials and has had a full opportunity to ask questions of and receive answers from the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized Company or any person or persons acting on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify Company concerning the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such eventCompany, the Custodian shall be liable to Partnership, the Fund for the actions of such agent if Consolidation and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreementacquisition of the LP Units (together with the Underlying Shares) and the Common Shares. (d) Such Contributor or Title Holding Entity (on its own behalf and on behalf of each of its Equity Holders) hereby acknowledges that the LP Units, the Custodian shall use Underlying Shares and the Common Shares are not registered under the Securities Act or any state securities laws and cannot be resold without registration thereunder or an exemption therefrom. Such Contributor or Title Holding Entity and each of its best efforts to cause such Subcustodian to perform such obligations. In Equity Holders agrees that it will not transfer all or any portion of the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance LP Units (together with the provisions of this Section 3. At Underlying Shares) or the election of Common Shares unless such transfer has been registered or is exempt from registration under the Fund, it shall have the right to enforce, Securities Act and any applicable state securities laws (which may include a distribution to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any equity holders of such Subcustodian for loss Contributor or damage caused the Fund by Title Holding Entity or its Equity Holders provided such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed distribution is made pursuant to an exemption from registration under the provisions of this Section 3 in accordance Securities Act). The LP Units (together with the termination provisions Underlying Shares) and the Common Shares shall, unless registered, contain a prominent legend with respect to the restrictions on transfer under the Securities Act and other applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement state securities laws. (e) Such Contributor (and each equity holder of such Contributor) or agree to change or permit any changes thereunder except upon the prior written approval such Title Holding Entity (and each of the Fund. In the event the Custodian receives a claim from a Subcustodian its Equity Holders) is an "accredited ---------- investor" as such term is defined in Regulation D promulgated under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian-------- Securities Act.

Securities. funds If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above and other property such indemnifying party was prejudiced in a material respect by such failure, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Fund may indemnifying party, on the one hand, and the indemnified party, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company (which benefits shall include the proceeds to be held received by subcustodians appointed the Company pursuant to the Forward Agreement assuming full Physical Settlement thereof), the Forward Purchaser and the Underwriters, in connection with the offering of the Securities shall be deemed to be in the same respective proportion as the total net proceeds from such offering (before deducting expenses) received by the Company (which net proceeds shall include the proceeds to be received by the Company pursuant to the Forward Agreement assuming full Physical Settlement thereof), the total commissions or discounts received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus, and the spread received by the Forward Purchaser under the Forward Agreement, bear to the aggregate offering price of the Securities. The relative fault of the Company, the Forward Purchaser or the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Forward Purchaser or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Forward Purchaser and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters, on the one hand, or the Forward Purchaser, on the other, were treated as a single entity, respectively, for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 3 subsection (a "Subcustodian"d). The Custodian may, no Underwriter shall be required to contribute any amount in excess of the amount by which the total public offering price at any time which the Securities underwritten by it and from time distributed to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian public were offered to the public and the spread received by the Forward Purchaser under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian Forward Agreement exceeds the amount of any damages which such payment except in respect Underwriter has otherwise been required to pay by reason of any negligence such untrue or misconduct alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the CustodianAct) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

Securities. funds No advance payments shall be made to contractors without a suitable Advance Payment security. The wording of all such securities shall be included into the bidding documents and other property shall be acceptable to the Bank. Part A: Project Management 1. The Borrower shall assign the responsibility for carrying out the Project to MCIT. 2. To enable MCIT to implement effectively the Project, not later than thirty (30) days after the Effective Date of this Agreement, a PMU with adequate staffing and resources shall be established. The PMU shall thereafter be maintained with adequate staffing and resources for the duration of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian")Project. The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund PMU shall have approved in writing (1) any such bank or trust company administrative and the subcustodian agreement to be entered into between such bank or trust company and the Custodiantechnical staff, and (2) if the subcustodian is a bank organized under the laws of a country other than the United Statesand, as necessary, the holding of securities, cash and technical staff shall be located within the other property Ministries of the Fund Borrower collaborating with MCIT in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as suchProject implementation. The Custodian mayPMU shall, at any time in its discretioninter alia, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing financial management, procurement, disbursement, and preparation of progress reports and annual reports in respect of the Custodian sufficiently Project. 3. For the Project oversight, the Borrower shall maintain, under the chairmanship of the Borrower’s Minister of Communications and Information Technology, the Project Steering Committee comprising high-level representatives from the various Ministries and agencies of the Borrower involved in advance of a proposed investment which is the Project preparation and implementation. The PSC shall, inter alia, set strategic directions for the Project and approve the POM. 4. The POM, satisfactory to be held at a location not listed on Appendix Athe Bank, in order that there shall be sufficient time for the Fund to give the approval required approved by the preceding paragraph Project Steering Committee, and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed adopted by the Borrower through MCIT. 5. The Borrower, through MCIT, shall take all necessary measures to an approved location implement the Project in accordance with the POM and shall not amend, suspend, abrogate, repeal or if not practical such security waive any provision of the POM without prior approval of the Bank. Part B: Implementation of the Grant Facility Program Under Part C.2 of the Project 1. The Borrower, through MCIT, shall be held by such agent implement the Grant Facility program in accordance with the POM setting forth criteria and procedures for selection of recipients and sub-projects, as well as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the main terms and conditions of the applicable subcustodian agreementagreements to be concluded with the recipients. 2. The Borrower, the Custodian through MCIT, shall use its best efforts to cause such Subcustodian to perform such obligations. In the event ensure that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunderrecipient of any fund under the Grant Facility, shall carry out the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian respective sub-project in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian approved agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodiantimetable and budget.

Securities. funds and (i) Except as permitted by the Indenture: (A) not sell, exchange, or otherwise dispose of, or grant any option, warrant, or other property Right with respect to, any of the Fund may be held Pledged Securities owned by subcustodians appointed pursuant to the provisions of this Section 3 it; (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunderB) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund issuer of any Pledged Securities is controlled by such agent Debtor and/or its Affiliates, not permit such issuer to issue any additional shares of stock or other securities in addition to or in substitution for such Pledged Securities, except issuances to such Debtor on terms reasonably acceptable to the Lead Holder and provided the Collateral Agent; and (C) pledge hereunder, immediately upon such Debtor’s acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each Subsidiary of such Debtor (other than any such additional shares or securities that constitute Excluded Equity Interests); and (ii) subject to the Custodian shall pursue Intercreditor Agreement, take any action necessary, required, or reasonably requested by the Lead Holder or the Collateral Agent to allow the Collateral Agent to fully enforce its rights against such agentSecurity Interest in the Pledged Securities including the filing of any claims with any court, liquidator, trustee, custodian, receiver, or other like person or party. In the event that any Subcustodian appointed pursuant an uncertificated Pledged Security is certificated or the issuer thereof opts to have its Pledged Equity treated as “securities” for purposes of Article 8 of the UCC, Debtor shall promptly thereafter deliver the certificate to the provisions of this Section 3 fails to perform any of its obligations under Collateral Agent (or the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian Priority Lien Collateral Agent in accordance with the provisions of this Section 3Intercreditor Agreement) with an undated executed irrevocable stock power and such other documents as the Collateral Agent may require in connection therewith. At the election Debtor shall not permit an uncertificated Pledged Security to constitute a “security” under Article 8 of the Fund, UCC unless Debtor has delivered to Secured Party a fully executed Acknowledgment of Pledge substantially in the form of Annex D. The Collateral Agent agrees that it shall have the right to enforce, to the extent permitted by the subcustodian agreement not deliver instructions or make any demand under any Acknowledgment of Pledge unless an Event of Default has occurred and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianis continuing.

Securities. funds As security for the due and other property punctual repayment of the Fund may be held Loan and payment of interest thereon as provided in this Agreement and of all other Outstanding Indebtedness, the Borrowers shall ensure and procure that the following Security Documents are duly executed and, where required, registered in favour of the Bank in form and substance satisfactory to the Bank at the time specified herein or otherwise as required by subcustodians appointed pursuant to the Bank and ensure that such security consists of: (A) duly registered first preferred/priority maritime mortgage over each of the Vessels accompanied (if applicable) by deed of covenants as appropriate on the basis of the provisions of this Section 3 the applicable law providing the highest degree of security for the Bank (a hereinafter the "SubcustodianMORTGAGES"). The Custodian may, at (B) first priority general assignment of all the Insurances and Earnings and Requisition Compensation of each of the Vessels in form and substance satisfactory to the Bank and respective notices of assignment (hereinafter the "GENERAL ASSIGNMENTS"); (C) the Personal Guarantee duly executed by the Personal Guarantor in form and substance satisfactory to the Bank; (D) the Corporate Guarantee duly executed by the Corporate Guarantor in form and substance satisfactory to the Bank; (E) a letter of undertaking (the "MANAGER'S UNDERTAKING") executed by the Manager whereby the Manager shall (inter alia) subordinate any time and from time all claims it may have against any of the Owners and/or any of the Vessels to time, appoint any bank or trust company (meeting the requirements claims of a custodian or a foreign custodian the Bank hereunder and under the Investment Company Act of 1940 Security Documents; (F) first priority specific assignment (in form and substance satisfactory to the rules and regulations thereunderBank) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf benefit of the Fund to notify each Subcustodian Charterparties and all other charters of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except twelve (12) calendar months' duration in respect of any negligence or misconduct each of the Custodian.Vessels with respective notices and acknowledgements thereof and/or, at the discretion of the Bank, copy of irrevocable instructions of the respective Owner to the respective Charterer for the payment of the hire to the Bank and/or a copy of the charter with appropriate irrevocable notation (the "CHARTERPARTY ASSIGNMENT"); and (G) pledge (the "ACCOUNT PLEDGE AGREEMENT") over the Earnings Accounts and the Retention Account in favour of the Bank in form and substance satisfactory to the Bank;

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed Subcustodian appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian Subcustodian's offices or branches at which the Subcustodian is a bank organized under the laws of a country other than the United States, the holding of authorized to hold securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodianFund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such actionSubcustodian. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although If the Fund does not intend to invest shall have invested in a country security to be held in a location before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appointappoint unless and until the Fund shall instruct the Custodian to move the security into the possessiosn of the Custodian or a Subcustodian. In such any event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent agent. With respect to the securities and provided that funds held by a Subcustodian, either directly or indirectly, including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2M, 2N or 2O, the Custodian shall pursue be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. The Custodian shall nevertheless be liable to the Fund for its rights against own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such agent. Subcustodian In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed Subcustodian appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from intends to make any payment to a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give the Fund written notice of such intention no less than thirty (30) days prior to the date such payment is to be made. The Fund of such claim. No more than thirty days after written notice shall be obligated promptly to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment, unless the Fund shall, within thirty (30) days of receipt of the Custodian's notice, object in writing to such payment except to the Subcustodian or to reimbursement of the Custodian (i) because the fund disputes the right of the Subcustodian to be so indemnified or (ii) because the Fund believes that the Custodian was or might have been responsible by reason of the Custodian's negligence or misconduct for the event or occurance giving rise to the Subcustodian's demand for indemnification. In the event the Fund, at the direction of its Board of Directors or any Executive Committee thereof, shall give written notice of such objection and the reasons therefor, the Custodian may nevertheless make such payment to the Subcustodian, but without prejudice to the Fund's right to refuse to reimburse the Custodian if the Fund's objection under clause (i) or (ii) above shall be upheld in an appropriate judicial or other proceeding; or in the alternative, the Custodian may refuse to pay the indemnification demanded by the Subcustodian and the Custodian shall in such event defend against any judicial or other proceeding brought against the Custodian by the Subcustodian to obtain such indemnification. Such defense shall be conducted by counsel reasonably satisfactory to both the Fund and the Custodian. The Fund shall be entitled to participate in any such proceeding with separate counsel of its own choice if it believes its position might otherwise be compromised and, if the Fund or the Custodian believes there may be a conflict in the respective positions of the Fund and the Custodian, then each may retain separate counsel of its own choice. The Fund shall bear the costs and expenses of defending against the Subcustodian's claim, and the Fund shall indemnify the Custodian and hold it harmless from all claims, liabilities, judgments, costs and expenses (including counsel fees) and settlements of such claim (provided that such settlement shall have been effected with the Fund's written consent) incurred or assessed against the Custodian. Notwithstanding the foregoing, if it shall be determined in an appropriate proceeding, including in a proceeding as aforesaid brought by the Subcustodian, that, although the Subcustodian was entitled to indemnification the Custodian was not entitled to reimbursement by the Fund because the Custodian was responsible by reason of its negligence or misconduct for the occurance or event giving rise to the Subcustodian's right to indemnification, then in such event the Fund shall not be obligated to indemnify the Custodian as aforesaid and the Custodian shall reimburse the Fund for any amounts paid by the Fund to Custodian in respect of any negligence or misconduct the costs and expenses of defending against the CustodianSubcustodian's claim.

Securities. funds Except with respect to directing the time, method and other property place of conducting a proceeding for a remedy available to the Institutional Trustee, the Institutional Trustee, as holder of the Fund Debentures, shall not take any of the actions described in clauses (i), (ii), (iii) or (iv) above unless the Institutional Trustee has obtained an opinion of a nationally recognized independent tax counsel experienced in such matters to the effect that as a result of such action, the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes. If the Institutional Trustee fails to enforce its rights under the Debentures, any Holder of Trust Preferred Securities may directly institute a legal proceeding against the Debenture Issuer to enforce the Institutional Trustee’s rights under the Debentures without first instituting a legal proceeding against the Institutional Trustee or any other Person or entity. If a Default under the Declaration has occurred and is continuing and such event is attributable to the failure of the Debenture Issuer to pay interest or principal (or premium, if any) on the Debentures on the date such interest or principal (or premium, if any) is otherwise payable (or in the case of redemption, on the redemption date), then a holder of Trust Preferred Securities may also directly institute a proceeding for enforcement of payment to such holder (a “Direct Action”) of the principal of or interest (or premium, if any) on the Debentures having a principal amount equal to the aggregate liquidation amount of the Trust Preferred Securities of such holder on or after the respective due date specified or provided for in the Debentures without first (i) directing the Institutional Trustee to enforce the terms of the Debentures or (ii) instituting a legal proceeding directly against the Debenture Issuer to enforce the Institutional Trustee’s rights under the Debentures. Except as provided in the preceding sentence, the Holders of Trust Preferred Securities will not be able to exercise directly any other remedy available to the holders of the Debentures. In connection with such Direct Action, the Debenture Issuer will be subrogated to the rights of such Holder of Trust Preferred Securities under the Declaration to the extent of any payment made by the Debenture Issuer to such holder of Trust Preferred Securities in such Direct Action. Any required approval or direction of Holders of Trust Preferred Securities may be held by subcustodians appointed given at a separate meeting of Holders of Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of Securities in the Trust or pursuant to the provisions of this Section 3 (a "Subcustodian")written consent. The Custodian mayAdministrative Trustees will cause a notice of any meeting at which Holders of Trust Preferred Securities are entitled to vote, at or of any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in matter upon which it is proposed to utilize the services action by written consent of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which Holders is to be held taken, to be mailed to each Holder of record of Trust Preferred Securities. Each such notice will include a statement setting forth (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at a location not listed such meeting on Appendix A, in order that there shall be sufficient time which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the Fund to give delivery of proxies or consents. No vote or consent of the approval Holders of the Trust Preferred Securities will be required by the preceding paragraph and for the Custodian Trust to put redeem and cancel Trust Preferred Securities or to distribute the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian Debentures in accordance with this Declaration and the provisions terms of the Securities. Notwithstanding that Holders of Trust Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Trust Preferred Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding; provided, however, that the U.S. Government shall not be an Affiliate of the Sponsor for purposes of this Section 3. At the election of the Fund, it provision and shall have the right be entitled to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss vote or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions consent under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval circumstances described above while it is a Holder of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianTrust Preferred Securities.

Securities. funds and other property If any record date is set pursuant to this paragraph, the Holders of the Fund Outstanding Income PRIDES and the Outstanding Growth PRIDES, as the case may be, on such record date, and no other Holders, shall be held entitled to take the relevant action with respect to the Income PRIDES or the Growth PRIDES, as the case may be, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by subcustodians appointed Holders of the requisite number of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the provisions record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this Section 3 (a "Subcustodian")paragraph shall be construed to render ineffective any action taken by Holders of the requisite number of Outstanding Securities on the date such action is taken. The Custodian mayPromptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Agent in writing and to each Holder of Securities in the manner set forth in Section 1.6. With respect to any time record date set pursuant to this Section, the Company may designate any date as the "Expiration Date" and from time to time, appoint time may change the Expiration Date to any bank earlier or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, later day; provided that no such change shall be effective unless notice of the Fund shall have approved proposed new Expiration Date is given to the Agent in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodianwriting, and (2) if to each Holder of Securities in the subcustodian manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date is a bank organized under not designated with respect to any record date set pursuant to this Section, the laws of a country other Company shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of 180th day after the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianrecord date.

Securities. funds The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and other property the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Fund Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended exercised from time to time as Subcustodians, branches or offices are changed, added or deletedand to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient Each time for the Fund to give the approval required by the preceding paragraph delivery of and payment for the Custodian Optional Securities, being herein referred to put as an "Optional Closing Date," which may be the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although First --------------------- Closing Date (the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approvalFirst Closing Date and each Optional Closing Date, if practicalany, such security being sometimes referred to as a "Closing Date"), shall be removed to an approved location or if not practical such security determined by CSFBC ------------ but shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more later than thirty five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Fund Representatives for the accounts of the Custodian's intention several Underwriters against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to make an account at a bank acceptable to CSFBC drawn to the order of the Company. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such paymentdenominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of CSFBC, the Fund will reimburse the Custodian the amount Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a reasonable time in advance of such payment except in respect of any negligence or misconduct of the CustodianOptional Closing Date.

Securities. funds and other property On the basis of the Fund representations and warranties herein contained and subject to the terms and conditions herein set forth, the Forward Counterparty agrees to sell (or cause one of its affiliates acting on behalf of the Forward Counterparty to sell) to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Counterparty or such affiliate, at the price per share set forth in Schedule C, the proportion of the number of Securities set forth in Schedule B opposite the name of the Forward Counterparty, which the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may be held by subcustodians appointed become obligated to purchase pursuant to the provisions of this Section 3 10 hereof, bears to the total number of Securities, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional securities. (a "Subcustodian"). The Custodian mayi) If all of the conditions to effectiveness set forth in Section 10(a)(i) of the Forward Purchase Contract are not satisfied on or prior to the Closing Time, at any time the Forward Counterparty, in its sole discretion, may choose not to borrow and from time to time, appoint any bank or trust company (meeting deliver for sale the requirements number of a custodian or a foreign custodian Securities set forth in Schedule B under the Investment Company Act column entitled “Number of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement Securities to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completedSold.” In addition, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian Forward Counterparty is unable to cause such Subcustodian to perform fully its obligations thereunderborrow and deliver for sale under this Agreement all of the Securities set forth in Schedule B, the Custodian Forward Counterparty shall forthwith upon only be required to deliver for sale the Fund's request terminate such Subcustodian andaggregate number of shares of Common Stock that the Forward Counterparty is able to borrow. (ii) If the number of Securities to be sold by the Forward Counterparty is reduced pursuant to Section 2(a)(i), if necessary or desirable, appoint another subcustodian in accordance with the provisions aggregate number of this Section 3. At Securities that the election Forward Counterparty is obligated to sell to each of the FundUnderwriters and that each of the Underwriters is severally obligated to purchase from the Forward Counterparty pursuant to Section 2(a)(i) shall be reduced to a number of Securities equal to that which the Forward Counterparty is obligated to deliver pursuant to Section 2(a)(i), it and the Underwriters shall have be obligated to purchase a pro rata amount of Securities, based on the right number of Securities set forth opposite such Underwriter’s name in Schedule A and the aggregate number of Securities to enforcebe purchased by all of the Underwriters in Schedule A hereto. (iii) If, pursuant to the extent permitted by the subcustodian agreement and applicable lawSection 2(a)(i), the Custodian's rights against any such Subcustodian Forward Counterparty does not borrow and deliver for loss or damage caused sale the Fund by such Subcustodian. At the written request number of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 Securities set forth in accordance with the termination provisions Schedule B under the applicable subcustodian agreement. The Custodian column entitled “Maximum Number of Securities to be Sold,” the Forward Counterparty will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon notify the prior written approval of Company and the Fund. In Representative no later than the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianClosing Time.

Securities. funds If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (d) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of each party to this agreement in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company, the Underwriters and other property the Independent Underwriter shall be deemed to be in the same proportion as the total net proceeds from the sale of the Fund may be held Securities (before deducting expenses) received by subcustodians appointed the Company in the offering, the total underwriting discount and commissions payable to the Underwriters as set forth in the table on the cover page of the Prospectus and the fee payable to the Independent Underwriter pursuant to the first sentence of Section 4(e) hereof, respectively, bear to the sum of the total proceeds from the sale of the Securities (before deducting expenses) in the offering and the fee payable to the Independent Underwriter pursuant to the first sentence of Section 4(e) hereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or either the Underwriters or the Independent Underwriter on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Underwriters and the Independent Underwriter agree that it would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters and the Independent Underwriter were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 3 subsection (a "Subcustodian"e). The Custodian may, no Underwriter nor the Independent Underwriter shall be required to contribute any amount in excess of the amount by which the total price at any time which the Securities underwritten by it and from time distributed to timethe public were offered to the public, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) Independent Underwriter shall not be required to act as a Subcustodian for the Fund, provided that the Fund shall have approved contribute any amount in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property excess of the Fund in amount by which the country in total price at which it is proposed to utilize the services of such subcustodian. Upon such approval Securities underwritten by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph Underwriters and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable distributed to the Fund for the actions of such agent if and only public were offered to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreementpublic, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian exceeds the amount of any damages which such payment except in respect Underwriter or the Independent Underwriter, as the case may be, has otherwise been required to pay by reason of any negligence such untrue or misconduct alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the CustodianAct) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.

Securities. funds and other property The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Fund may be held by subcustodians appointed Trust having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the provisions Exchange Offer and (ii) the Trust having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been validly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. Aon and the Trust agree, jointly and severally, (x) to include in the registration statement a prospectus for use in connection with any resales of Exchange Securities by a broker-dealer, other than resales of Exchange Securities received by a broker- dealer pursuant to the Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Trust, and (y) to the extent any broker-dealer participates in the Exchange Offer and notifies Aon or causes Aon to be notified in writing that it is a participating broker-dealer, to use their reasonable efforts to keep such registration statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 90th day after the Exchange Offer has been completed or such shorter period if all Exchange Securities received by such broker-dealer in exchange for Registrable Securities acquired for its own account as a result of market-making or other trading activities have been disposed of by such broker-dealer; and no broker- dealers shall be authorized by Aon to, and shall not, deliver such Prospectus after such period in connection with resales contemplated by this Section 2(a) or otherwise; it being understood that, notwithstanding anything in this Capital Securities Exchange and Registration Rights Agreement to the contrary, Aon shall not be required to comply with any provision of this Section 3 (a "Subcustodian"). The Custodian may, at 2(a) or any time other provision of this Capital Securities Exchange and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable Registration Rights Agreement relating to the Fund for the actions distribution of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund Exchange Securities by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforcebroker-dealers, to the extent permitted that Aon reasonably concludes that compliance with such provision is no longer required by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss law or damage caused the Fund by such Subcustodian. At the written request interpretation of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval Staff of the FundCommission. In With respect to such registration statement, each broker-dealer that holds Exchange Securities received in the event Exchange Offer in exchange for Registrable Securities not acquired by it directly from the Custodian receives a claim from a Subcustodian under Trust shall have the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund benefit of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount rights of such payment except indemnification and contribution set forth in respect of any negligence or misconduct of the CustodianSection 6 hereof.

Securities. funds and other property (a) Prior to signing this Agreement, the Developer shall deposit with the Clerk of the Fund may be held by subcustodians appointed pursuant Town, to cover the provisions faithful performance of this Section 3 (Agreement for the installation of the services and the payment and provision of all obligations arising hereunder, a "Subcustodian"). The Custodian maycash deposit and/or an irrevocable letter of credit from a chartered bank, at any time and from time to time, appoint any bank or trust company (meeting issued in accordance with the requirements of a custodian or a foreign custodian under the Investment Company Act Town solicitor and generally in accordance with the sample letter of 1940 and the rules and regulations thereunder) to act credit attached hereto as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completedSchedule “H”, in the event that an investment is made prior amount of one hundred percent (100%) of the estimated costs of the Works and other improvements set out in Schedule “G” attached to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as this Agreement. (b) If the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 Developer fails to perform any of its his obligations under pursuant to this Agreement, the terms Town may deduct the cost thereof from the deposited securities, without notice to the developer, and conditions may use any deposit on- hand, or may call upon the issuer of any letter of credit to provide from the same the funds necessary to perform all Works hereunder, or to pay, at the option of the applicable subcustodian agreementTown the cost of any works, materials, or other charges related to the Custodian shall use its best efforts Works, including the cost of removing liens or defending any construction liens, certificates or action, or defending or removing any actions or judgements affecting the Town of lands or services either dedicated to cause such Subcustodian the Town, or which are intended to perform such obligations. In become the event property of the Town pursuant to this Agreement. (c) Where the surety indicates to the Town that the Custodian is unable to cause such Subcustodian to perform fully its letter of credit will not be renewed for any further period, and where any Works or other obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the FundDeveloper have not been completed as required by this Agreement before securities can be released for such Works or obligations, it and where the Developer has not provided to the Town any other security acceptable to the Town the Town shall have the right to enforce, call upon the letter of credit to such extent as the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any Town deems necessary to maintain such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request security until completion of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 Works or obligations in accordance with the termination provisions under terms of this Agreement. (d) Notwithstanding that any securities on hand have been designated herein to ensure the applicable subcustodian agreement. The Custodian will not amend completion or repair of specified work, where the Developer has failed to complete or repair any subcustodian agreement Works in accordance with this Agreement, or agree where the security on hand is insufficient to change secure the completion or permit any changes thereunder except upon the prior written approval repair of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreementsaid work, the Custodian shall promptly give written notice Town may retain sufficient security at all times to ensure the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence completion or misconduct of the Custodianrepair thereof.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.the

Securities. funds The Selling Stockholders agree, severally and other property not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption "Number of Optional Securities to be Sold" in the case of the Fund Selling Stockholders and the denominator of which is the total number of Optional Securities (subject to adjustment by CSFBC to eliminate fractions). Such Optional Securities shall be purchased from each of the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be held purchased by subcustodians appointed pursuant to the provisions Underwriters only for the purpose of this Section 3 (a "Subcustodian")covering over- allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The Custodian may, at right to purchase the Optional Securities or any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to portion thereof may be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended exercised from time to time as Subcustodians, branches or offices are changed, added or deletedand to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company and the Selling Stockholders. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient Each time for the Fund to give the approval required by the preceding paragraph delivery of and payment for the Custodian Optional Securities, being herein referred to put as an "Optional Closing Date", which may be the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although First Closing Date (the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approvalFirst Closing Date and each Optional Closing Date, if practicalany, such security being sometimes referred to as a "Closing Date"), shall be removed to an approved location or if not practical such security determined by CSFBC but shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more later than thirty five full business days after written notice of election to purchase Optional Securities is given. The Company and the Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to the Fund Representatives for the accounts of the Custodian's intention several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to make an account at a bank acceptable to CSFBC drawn to the order of in the case of Optional Securities, at the office of . The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such payment, denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the Fund will reimburse the Custodian the amount office of at a reasonable time in advance of such payment except in respect of any negligence or misconduct of the CustodianOptional Closing Date.

Securities. funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be 12 entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian 13 to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Securities. funds The Senior Indenture and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian maySubordinated Indenture, at any time and each as further amended or supplemented from time to time, appoint including the Eleventh Supplemental Indenture, are each sometimes referred to as the “Indenture.” Each series of Senior Securities or Subordinated Securities may vary, as applicable, as to aggregate principal amount, maturity date, interest rate or formula and timing of payments thereof, redemption and/or repayment provisions, conversion provisions, sinking fund requirements, if any, and any bank other variable terms which the Senior Indenture or trust company (meeting the requirements of a custodian or a foreign custodian under Subordinated Indenture, as the Investment Company Act of 1940 case may be, contemplates may be set forth in the Senior Securities and the rules and regulations thereunder) to act Subordinated Securities as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended issued from time to time as Subcustodians, branches or offices are changed, added or deletedtime. The Fund Senior Securities or the Subordinated Securities may be offered either together or separately. As used herein, “Securities” shall mean the Senior Securities or the Subordinated Securities or any combination thereof. As used herein, “you” and “your,” unless the context otherwise requires, shall mean the parties to whom this Agreement is addressed together with the other parties, if any, identified in the applicable Terms Agreement (as hereinafter defined) as additional co-managers with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto. Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company (“DTC”) pursuant to a blanket letter of representations, dated January 20, 2004, between the Company and DTC. Whenever the Company determines to make an offering of Securities through you or through an underwriting syndicate managed by you, the Company will enter into an agreement (the “Terms Agreement”) providing for the sale of such Securities (the “Underwritten Securities”) to, and the purchase and offering thereof by, you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (the “Underwriters,” which term shall include you whether acting alone in the sale of the Underwritten Securities or as a member of an underwriting syndicate and any Underwriter substituted pursuant to Section 11 hereof). The Terms Agreement relating to the offering of Underwritten Securities shall specify the principal amount of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 11 hereof), the principal amount of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of such of you or such other Underwriters acting as co-managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time, date and place of delivery and payment, any delayed delivery arrangements and any other variable terms of the Initial Underwritten Securities (including, but not limited to, current ratings, designations, denominations, interest rates or formulas, interest payment dates, maturity dates, conversion provisions, redemption and/or repayment provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities to cover over-allotments, if any, and the principal amount of Underwritten Securities subject to such option (the “Option Securities”). As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be responsible for informing substantially in the Custodian sufficiently in advance form of a proposed investment which is to Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each offering of Underwritten Securities through you or through an underwriting syndicate managed by you will be held at a location not listed on Appendix Agoverned by this Agreement, in order that there shall be sufficient time for the Fund to give the approval required as supplemented by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such event, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianTerms Agreement.

Securities. funds and other property of If the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, Subsidiary Guarantor shall at any time and from time to time, appoint hold or acquire any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United StatesCertificated Securities, the holding Subsidiary Guarantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of securities, cash and other property of transfer or assignment duly executed in blank as the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended Administrative Agent may from time to time as Subcustodiansspecify, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance all of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security thereafter shall be held by such agent as the Custodian may appoint. In such eventAdministrative Agent, the Custodian shall be liable to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions terms of this Section 3 fails to perform any of its obligations under the terms and conditions Agreement, as part of the applicable subcustodian agreementCollateral. If any Securities now held or hereafter acquired by the Subsidiary Guarantor are Uncertificated Securities and are issued to the Subsidiary Guarantor or its nominee directly by the Issuer thereof, the Custodian Subsidiary Guarantor shall use its best efforts to cause such Subcustodian to perform such obligations. In promptly notify the event that Administrative Agent thereof and, at the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the FundAdministrative Agent's request terminate and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause the Issuer to agree to comply with instructions from the Administrative Agent as to such Subcustodian andSecurities, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election without further consent of the FundSubsidiary Guarantor or such nominee, it or (ii) arrange for the Administrative Agent to become the registered owner of the Securities. So long as no Event of Default shall have occurred and be continuing, (i) the Subsidiary Guarantor shall have the right to enforceexercise all voting, consensual and other powers or ownership pertaining to the extent permitted by Securities for all purposes not inconsistent with the subcustodian agreement and applicable lawterms of this Agreement, the Custodian's rights against Loan Agreement or any such Subcustodian for loss other instrument or damage caused agreement referred to herein or therein; and the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant Administrative Agent shall execute and deliver or cause to be executed and delivered to the provisions Subsidiary Guarantor all such proxies, powers of this Section 3 in accordance with attorney, dividend and other orders, and all such instruments, without recourse, as the termination provisions under Subsidiary Guarantor may reasonably request for the applicable subcustodian agreement. The Custodian will not amend purpose of enabling the Subsidiary Guarantor to exercise the rights and powers which it is entitled to exercise pursuant hereto, and (ii) the Subsidiary Guarantor shall be entitled to receive and retain any subcustodian agreement dividends or agree to change or permit any changes thereunder except upon other distributions on the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianSecurities.

Securities. funds (a) Cabot Partners will acquire the LP Units and other property Underlying Shares exchangeable therefor for its own account and not with a view to or for sale in connection with any public distribution thereof within the meaning of the Fund Securities Act, except that, upon exchange of LP Units for Underlying Shares, such Underlying Shares may be held by subcustodians appointed sold pursuant to registration or any exemption therefrom (which may include a distribution to the provisions equity holders of this Section 3 (a "Subcustodian"). The Custodian may, at any time and Cabot Partners provided such distribution is made pursuant to an exemption from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian registration under the Investment Company Act Securities Act). (b) Cabot Partners has sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of 1940 an investment in the LP Units and the rules and regulations thereunder) Underlying Shares. Cabot Partners has the ability to act as a Subcustodian for bear the Fund, provided that economic risk of acquiring the Fund shall have approved in writing (1) any such bank or trust company LP Units and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and Underlying Shares. (2c) if the subcustodian is Cabot Partners has been furnished with a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property copy of the Fund in Private Offering Materials and has had a full opportunity to ask questions of and receive answers from the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized Company or any person or persons acting on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify Company concerning the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although the Fund does not intend to invest in a country before the foregoing procedures have been completed, in the event that an investment is made prior to approval, if practical, such security shall be removed to an approved location or if not practical such security shall be held by such agent as the Custodian may appoint. In such eventCompany, the Custodian shall be liable to Partnership, the Fund for the actions of such agent if Consolidation and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, acquisition of the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In LP Units and the event Underlying Shares. (d) Cabot Partners hereby acknowledges that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, LP Units and the Custodian shall forthwith upon Underlying Shares are not registered under the Fund's request terminate such Subcustodian and, if necessary Securities Act or desirable, appoint another subcustodian in accordance with the provisions of this Section 3any state securities laws and cannot be resold without registration thereunder or an exemption therefrom. At the election Cabot Partners agrees that it will not transfer all or any portion of the Fund, it shall have LP Units or the right to enforce, Underlying Shares unless such transfer has been registered or is exempt from registration under the Securities Act and any applicable state securities laws (which may include a distribution to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any equity holders of Cabot Partners provided such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed distribution is made pursuant to the provisions of this Section 3 in accordance with the termination provisions an exemption from registration under the applicable subcustodian agreementSecurities Act). The Custodian will not amend any subcustodian agreement or agree LP Units and the Underlying Shares shall, unless registered, contain a prominent legend with respect to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian restrictions on transfer under the indemnification provisions Securities Act and other applicable state securities laws. (e) Cabot Partners and each of any subcustodian agreement, its equity holders is an "accredited ---------- investor" as such term is defined in Regulation D promulgated under the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian-------- Securities Act.

Securities. funds and other property CHATTEL PAPER, PROMISSORY NOTES, ETC. (a) As of the Fund may date of this Agreement and without implying any limitation on the scope of Section 3.2 (Grant of Liens) above, the Borrower shall deliver and shall cause each Subsidiary Guarantor to deliver (or shall have delivered or caused to be held by subcustodians appointed pursuant delivered) to the provisions of this Section 3 (a "Subcustodian"). The Custodian mayAgent, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the subcustodian agreement to be entered into between such bank or trust company and the Custodian, and (2) if the subcustodian is a bank organized under the laws of a country other than the United States, the holding of securities, cash and other property ratable benefit of the Fund in the country in which it is proposed to utilize the services of such subcustodian. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, their offices or branches which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, branches or offices are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph Lenders and for the Custodian benefit of the Agent with respect to put the appropriate arrangements in place with such Subcustodian pursuant to such subcustodian agreement. Although Agent's Obligations, all originals of all of letters of credit, Securities, Chattel Paper, Documents and Instruments owned or held by the Fund does not intend to invest in a country before the foregoing procedures have been completedBorrower and/or any Subsidiary Guarantor, in the event that an investment is made prior to approvaland, if practicalthe Agent so requires, such shall execute and deliver and, shall cause each Subsidiary Guarantor to execute and deliver (or shall have executed and delivered or caused to be delivered), a separate pledge, assignment and security agreement in form and content acceptable to the Agent, which pledge, assignment and security agreement shall be removed assign, pledge and grant a Lixx xx xxx Xxxnt, for the ratable benefit of the Lenders and for the benefit of the Agent with respect to an approved location or if not practical such security shall be held by such agent the Agent's Obligations on all of the letters of credit, Securities, Chattel Paper, Documents and Instruments of the Borrower and each Subsidiary Guarantor, as the Custodian case may appointbe. In such eventaddition, the Custodian shall be liable Borrower agrees to endorse to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent and provided that the Custodian shall pursue its rights against such agent. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions order of the applicable subcustodian agreement, Agent any and all Instruments which constitute or evidence all or any portion of the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. Collateral. (b) In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunderBorrower or any Subsidiary Guarantor shall acquire (or have acquired) after the Closing Date any letters of credit, Securities, Chattel Paper, Documents or Instruments, the Custodian Borrower shall forthwith upon promptly so notify the Fund's request terminate such Subcustodian Agent and deliver the originals of all of the foregoing to the Agent promptly and in any event within thirty (30) days of each acquisition. (c) All letters of credit, Securities, Chattel Paper, Documents and Instruments to be delivered hereunder shall be delivered to the Agent endorsed and/or assigned as required by the pledge, assignment and security agreement and/or as the Agent may require and, if necessary applicable, shall be accompanied by blank irrevocable and unconditional stock or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian Appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianbond powers.