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<br />ARTICLE V
<br />OVERDRAFTS OR INDEBTEDNESS
<br />If Custodian in its sole discretion advances funds to Customer or there shall arise for whatever reason an overdraft in the
<br />Account (including, without limitation, overdrafts incurred in connection with the settlement of securities transactions or funds
<br />transfers) or if Customer is for any other reason indebted to Custodian, Customer agrees [o repay Custodian on demand the amount of
<br />the advance, overdraft or indebtedness plus accrued interest at a rate ordinarily charged by Custodian to its institutional custody
<br />customers. In order to secure repayment of Customer's obligations to Custodian hereunder, Customer hereby agrees that Custodian
<br />shall have a continuing lien and security interest in, and right of set-off against, all U.S. Securities, money and other property now or
<br />hereafter held in the Account (including proceeds thereof), and any other property at any time held by it for the account of Customer.
<br />In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee under common law and a secured party under the
<br />New York Mellon Uniform Commercial Code and any other applicable laws, rules or regulations as then in effect.
<br />ARTICLE VI
<br />CONCERNING CUSTODIAN
<br />1. (a) Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages,
<br />liabilities or claims including attorneys' and accountants' fees (collectively, "Losses") incurred by or asserted against Customer, except
<br />those Losses arising out of the negligence or willful misconduct of Custodian. Custodian shall have no obligation hereunder for Losses
<br />which are sustained or intoned by reason of any action or inaction by the Book-Entry System or any Depository or issuer of
<br />Securities. In no event shall Custodian be liable to Customer or any third party for special, indirect or consequential damages, or lost
<br />profits or loss of business, arising in connection with this Agreement.
<br />(b) Customer agrees to indemnify, save and hold Custodian harmless from and against any and all Losses sustained or
<br />incured by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian's
<br />performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by
<br />Customer; provided, that Customer shall not indemnify Custodian for those Losses arising out of Custodian's negligence or willful
<br />misconduct. This indemnity shall be a continuing obligation of Customer, its successors and assigns, notwithstanding the termination
<br />of this Agreement.
<br />2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not
<br />be liable for, any losses incurred by Customer or any other person as a result of the receipt or acceptance of fraudulent, forged or
<br />invalid U.S. Securities, or U.S. Securities which are otherwise not freely transferable or deliverable without encumbrance.
<br />3. Custodian may, with respect to questions of law specifically regarding the Account, obtain the advice of counsel and
<br />shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice.
<br />4. Custodian shall be under no obligation to take action to collect any amount payable on U.S. Securities in default, or
<br />if payment is refused after due demand and presentment.
<br />5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the
<br />suitability of any transactions affecting any Account.
<br />6. Customer shall pay to Custodian the fees and charges set forth in City of Santa Ana Custody Services Fee Schedule
<br />dated December 7, 2011, attached hereto as Exhibit A and incorporated by this reference. Customer shall reimburse Custodian for all
<br />costs associated with the conversion of Customer's U.S. Securities hereunder and the transfer of U.S. Securities and records kept in
<br />connection with this Agreement. Customer shall also reimburse Custodian for out of pocket expenses which are a normal incident of
<br />the services provided hereunder. Custodian may debit the Account for amounts payable hereunder which remain in arrears for over 60
<br />days.
<br />7. In addition to the rights of Custodian under applicable law and other agreements, at any time when Customer shall
<br />not have honored any and all of its obligations to Custodian, whether or not relating to or arising under this Agreement, Custodian
<br />shall have the right without notice to Customer to retain or set-off, against such obligations of Customer, any U.S. Securities or cash
<br />Custodian or a BNY Affiliate may directly or indirectly hold for the account of Customer, and any obligations (whether matured or
<br />unmatured) that Custodian or a BNY Affiliate may have to Customer. Any such asset of, or obligation to, Customer may be
<br />transferred to Custodian and any BNY Affiliate in order to effect the above rights.
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