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-4- <br />and account reconciliation. Such Tools, whether or not modified to meet specific needs of Customer, are provided "AS IS" and <br />CUSTODIAN DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TOOLS, <br />INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND <br />FITNESS FOR A PARTICULAR PURPOSE. ANYTHING IN THIS AGREEMENT TO THE CONTRARY <br />NOTWITHSTANDING, CUSTODIAN SHALL NOT BE LIABLE FOR ANY LOSS, EXPENSE, DAMAGE, LIABILITY OR <br />CLAIM SUFFERED OR INCURRED BY CUSTOMER, ITS AGENT(S) OR ANY OTHER PERSON AS A RESULT OF USE OF, <br />OR RELIANCE UPON, ANY TOOLS BY CUSTOMER, ITS AGENT(S) OR ANY OTHER PERSON. <br />12. With respect to Securities issued in the United States, the Shareholders Communications Act of 1985 (the "Act") requires <br />Custodian to disclose to the issuers, upon their request, the name, address and securities position of its customers who are (a) the <br />"beneficial owners" (as defined in the Act) of the issuer's Securities, if the beneficial owner does not object to such disclosure, or (b) <br />acting as a "respondent bank" (as defined in the Act) with respect to the Securities. (Under the Act, "respondent banks" do not have <br />the option of objecting to such disclosure upon the issuers' request.) The Act defines a "beneficial owner" as any person who has, or <br />shazes, the power to vote a security (pursuant to an agreement or otherwise), or who directs the voting of a security. The Act defines a <br />"respondent bank" as any bank, association or other entity that exercises fiduciary powers which holds securities on behalf of <br />beneficial owners and deposits such securities for safekeeping with a bank, such as Custodian. Under the Act, Customer is either the <br />"ben/eficial owner" or a "respondent bank." <br />[ ?J Customer is the "beneficial owner," as defined in the Act, of the Securities to be held by Custodian hereunder. <br />[ ] Customer is not the beneficial owner of the Securities to be held by Custodian, but is acting as a "respondent bank," as <br />defined in the Act, with respect to the Securities to be held by Custodian hereunder. <br />IF NO BOX IS CHECKED, CUSTODIAN SHALL ASSUME THAT CUSTOMER IS THE BENEFICIAL OWNER OF THE <br />SECURITIES. <br />For beneficial owners of the Securities only: <br />[ ] Customer objects <br />[./J' Customer does not object <br />to the disclosure of its name, address and securities position to any issuer which requests such information pursuant to the Act for the <br />specific purpose of direct communications between such issuer and Customer. <br />IF NO BOX IS CHECKED, CUSTODIAN SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES A CONTRARY <br />WRITTEN INSTRUCTION FROM CUSTOMER. <br />ARTICLE IV <br />PURCHASE AND SALE OF U.S. SECURITIES; <br />CREDITS TO ACCOUNT <br />1. Promptly after each purchase or sale of U.S. Securities by Customer, an Authorized Person shall deliver to <br />Custodian Written Instructions specifying all information necessary for Custodian [o settle such purchase or sale. Custodian shall <br />account for all purchases and sales of U.S. Securities on the actual settlement date unless otherwise agreed by Custodian. <br />2. Customer understands that when Custodian is instructed to deliver U.S. Securities against payment, delivery of such <br />U.S. Securities and receipt of payment therefore may not be completed simultaneously. Customer assumes full responsibility for all <br />credit risks involved in connection with Custodian's delivery of U.S. Securities pursuant to instructions of Customer. <br />3. Custodian may, as a matter of bookkeeping convenience or by sepazate agreement with Customer, credit [he <br />Account with the proceeds from the sale, redemption or other disposition of U.S. Securities or interest, dividends or other distributions <br />payable on U.S. Securities prior [o its actual receipt of final payment therefore All such credits shall be conditional until Custodian's <br />actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with <br />respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable law <br />or rule are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to <br />such transaction.