Common use of Custodian’s Duties Clause in Contracts

Custodian’s Duties. 6.01 Custodian's duties with respect to the Account are intended to be ministerial only, and Custodian may rely upon, and shall not be liable for the propriety, prudence, or correctness of, any instruction made by Principal in accordance with this Agreement. Custodian further agrees that it shall have no ownership interest in the Account or any assets or Securities or funds which comprise the Account, or earnings received by it from any Securities or assets held in the Account, nor does Custodian have any right of offset or other means of exercising any ownership interest over the Account and Securities, except and only in its capacity as Custodian and a bailee for the benefit of the Principal. Custodian shall forward to Principal or Authorized Advisor, if applicable, all prospectuses, proxies, official reports, notices and other materials concerning discretionary management of assets which are received by Custodian as holder of such assets. Custodian shall not vote proxies, act on tender offers, or perform other discretionary acts not specifically authorized by this Agreement without specific instructions from Principal or Authorized Advisor and shall take whatever action necessary to ensure that Principal has the opportunity to exercise its voting rights as a shareholder. Custodian shall be entitled to request instructions from Principal concerning any matter involving the Account, and Principal agrees to promptly respond to any such request. 6.02 Custodian shall not assign, hypothecate, pledge, or otherwise dispose of Securities or other assets deposited by Principal, except pursuant to instructions by Principal. 6.03 Custodian shall from time to time employ one or more sub- custodians on behalf of Principal located in the United States, but only upon being so instructed by Principal's Board of Directors, and provided that the Custodian shall have no more or less responsibility or liability to Principal on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. 6.04 Upon receiving instruction from Principal's Board of Directors to do so, Custodian may employ as sub-custodian for Principal's foreign securities and other investments, foreign banking institutions and foreign securities depositories designated by Principal, provided that Principal's Board of Directors determines that it is reasonable to rely on Custodian to employ such sub-custodian and Custodian provides written reports notifying Principal's Board of Directors of the placement of the Account's Securities and similar investments and of any material change in the Account's arrangements. Custodian shall exercise reasonable care, prudence, and diligence, such as a person having responsibility for the safekeeping of Principal's Securities and similar investments would exercise, or to adhere to a higher standard of care, in employing such foreign sub-custodian.

Custodian’s Duties. 6.01 Custodian's duties with respect to the Account are intended to be ministerial only, and Custodian may rely upon, and shall not be liable for the propriety, prudence, or correctness of, any instruction made by Principal in accordance with this Agreement. Custodian further agrees that it shall have no ownership interest in the Account or any assets or Securities or funds which comprise the Account, or earnings received by it from any Securities or assets held in the Account, nor does Custodian have any right of offset or other means of exercising any ownership interest over the Account and Securities, except and only in its capacity as Custodian and a bailee for the benefit of the Principal. Custodian shall forward to Principal or Authorized Advisor, if applicable, all prospectuses, proxies, official reports, notices and other materials concerning discretionary management of assets which are received by Custodian as holder of such assets. Custodian shall not vote proxies, act on tender offers, or perform other discretionary acts not specifically authorized by this Agreement without specific instructions from Principal or Authorized Advisor and shall take whatever action necessary to ensure that Principal has the opportunity to exercise its voting rights as a shareholder. Custodian shall be entitled to request instructions from Principal concerning any matter involving the Account, and Principal agrees to promptly respond to any such request. 6.02 Custodian shall not assign, hypothecate, pledge, or otherwise dispose of Securities or other assets deposited by Principal, except pursuant to instructions by Principal. 6.03 Custodian shall from time to time employ one or more sub- sub-custodians on behalf of Principal located in the United States, but only upon being so instructed by Principal's Board of Directors, and provided that the Custodian shall have no more or less responsibility or liability to Principal on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. 6.04 Upon receiving instruction from Principal's Board of Directors to do so, Custodian may employ as sub-custodian for Principal's foreign securities and other investments, foreign banking institutions and foreign securities depositories designated by Principal, provided that Principal's Board of Directors determines that it is reasonable to rely on Custodian to employ such sub-custodian and Custodian provides written reports notifying Principal's Board of Directors of the placement of the Account's Securities and similar investments and of any material change in the Account's arrangements. Custodian shall exercise reasonable care, prudence, and diligence, such as a person having responsibility for the safekeeping of Principal's Securities and similar investments would exercise, or to adhere to a higher standard of care, in employing such foreign sub-custodian.

Custodian’s Duties. 6.01 Custodian's duties with respect to the Account are intended to be ministerial only, and Custodian may rely upon, and shall not be liable for the propriety, prudence, or correctness of, any instruction made by Principal in accordance with this Agreement. Custodian further agrees that it shall have no ownership interest in the Account or any assets or Securities or funds which comprise the Account, or earnings received by it from any Securities or assets held in the Account, nor does Custodian have any right of offset or other means of exercising any ownership interest over the Account and Securities, except and only in its capacity as Custodian and a bailee for the benefit of the Principal. Custodian shall forward to Principal or Authorized Advisor, if applicable, all prospectuses, proxies, official reports, notices notices, and other materials concerning discretionary management of assets which are received by Custodian as holder of such assets. Custodian shall not vote proxies, act on tender offers, or perform other discretionary acts not specifically authorized by this Agreement without specific instructions from Principal or Authorized Advisor and shall take whatever action necessary to ensure that Principal has the opportunity to exercise its voting rights as a shareholder. Custodian shall be entitled to request instructions from Principal concerning any matter involving the Account, and Principal agrees to promptly respond to any such request. 6.02 Custodian shall not assign, hypothecate, pledge, or otherwise dispose of Securities or other assets deposited by Principal, except pursuant to instructions by Principal. 6.03 Custodian shall may from time to time employ one or more sub- sub-custodians on behalf of Principal located in the United States, but only upon being so instructed by Principal's Board of Directors, and provided that the Custodian shall have no more or less responsibility or liability to Principal on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. Attached hereto as Exhibit "C" is a list of the sub-custodians currently engaged by Custodian on behalf of Principal. Custodian shall update Exhibit "C" upon any change to the sub-custodians engaged on behalf of Principal. 6.04 Upon receiving instruction from Principal's Board of Directors to do so, Custodian may employ as sub-custodian for Principal's foreign securities and other investments, foreign banking institutions and foreign securities depositories designated by Principal, provided that Principal's Board of Directors determines that it is reasonable to rely on Custodian to employ such sub-custodian and Custodian provides written reports notifying Principal's Board of Directors of the placement of the Account's Securities and similar investments and of any material change in the Account's arrangements. Custodian shall exercise reasonable care, prudence, and diligence, such as a person having responsibility for the safekeeping of Principal's Securities and similar investments would exercise, or to adhere to a higher standard of care, in employing such foreign sub-custodian.

Custodian’s Duties. 6.01 Custodian's duties The Custodian shall examine each Mortgage Note, Mortgage and Assignment of Mortgage received by the Custodian hereunder in accordance with respect to the Account are intended to Review Procedure and shall make the Certification specifically provided in Section 4. However, except as specifically provided in Section 4, the Custodian shall not be ministerial only, and Custodian may rely uponresponsible for, and shall not be liable certify as to, the value, form, substance, legality, validity, perfection, priority, recordability, genuineness, effectiveness or enforceability of any Mortgage Note, Mortgage and Assignment of Mortgage, or the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. (a) While the Mortgage Loans are owned by the Issuer, and subject to the security interest of the Collateral Agent, as the case may be, the Custodian shall: (1) segregate on the books of the Custodian and maintain continuous custody and control of the Mortgage Notes, Mortgages and Assignments of Mortgage on behalf of and in trust for the proprietyIssuer subject to the security interest of the Collateral Agent and shall hold the Mortgage Notes, prudence, or correctness of, any instruction made by Principal Mortgages and Assignments of Mortgage in secure and fire-resistant facilities in accordance with this Agreement. customary standards for storage, and the Custodian further agrees that it shall have no ownership interest liability for any loss of the Mortgage Notes, Mortgages and Assignments of Mortgage (A) unless the Custodian shall fail to perform its duties and obligations under this Agreement in accordance with customary standards for such custody or (B) except for any loss which is the Account result of the Custodian’s gross negligence, fraud, bad faith or willful misconduct; and (2) make available for review, inspection, examination or audit by the Issuer, any assets Swap Counterparty or Securities or funds which comprise the AccountCollateral Agent, or earnings received their designees, at any time during normal business hours of the Custodian, upon two (2) Business Days’ written notice, the Mortgage Notes, Mortgages and Assignments of Mortgage and accounts and records pertaining thereto and related storage facilities, maintenance and release procedures and control and tracking mechanisms. (b) So long as no Servicer Event of Default has occurred and is continuing of which a Responsible Officer of the Custodian has been given written notice, from time to time (and as appropriate for the servicing of any of the Mortgage Loans (as determined by it from the Servicer)), the Custodian is authorized, after delivery to the Custodian of the Servicer’s Request for Release, to release to the Servicer the related Mortgage Note, Mortgage and Assignment of Mortgage; provided, however, that the Custodian shall only release Mortgage Notes, Mortgages and Assignments of Mortgage to the Servicer if a copy of the Request for Release is delivered to the Collateral Agent by the Custodian promptly on receipt of the same and in any Securities event prior to the release of the relevant Mortgage Note, Mortgage and Assignment of Mortgage (or assets if the Collateral Agent shall have notified the Custodian that all Obligations shall have been paid in full by the Issuer). All Mortgage Notes, Mortgages and Assignments of Mortgage so released temporarily to the Servicer shall be held by the Servicer in the Account, nor does Custodian have any right of offset or other means of exercising any ownership interest over the Account and Securities, except and only in its capacity as Custodian and a bailee trust for the benefit of the Principal. Custodian shall forward to Principal or Authorized Advisor, if applicable, all prospectuses, proxies, official reports, notices and other materials concerning discretionary management Collateral Agent on behalf of assets which are received by Custodian as holder of such assets. Custodian shall not vote proxies, act on tender offers, or perform other discretionary acts not specifically authorized by this Agreement without specific instructions from Principal or Authorized Advisor and shall take whatever action necessary to ensure that Principal has the opportunity to exercise its voting rights as a shareholder. Custodian shall be entitled to request instructions from Principal concerning any matter involving the Account, and Principal agrees to promptly respond to any such request. 6.02 Custodian shall not assign, hypothecate, pledge, or otherwise dispose of Securities or other assets deposited by Principal, except pursuant to instructions by Principal. 6.03 Custodian shall Issuer from time to time employ one and shall be returned (x) within seven (7) Business Days from the date of release as set forth in such Request for Release or more sub- custodians on behalf (y) immediately upon the occurrence of Principal located a Servicer Event of Default; it being understood that Mortgage Notes, Mortgages and Assignments of Mortgage released in the United States, but only upon being so instructed by Principal's Board of Directors, and connection with foreclosures need not be returned within such seven (7) Business Day period provided that the Servicer agrees in writing that it is holding such Mortgage Notes, Mortgages and Assignments of Mortgage as bailee for the Collateral Agent during the foreclosure period, such agreement to be sent to the Custodian with the Request for Release. As set forth in such Request for Release, the Servicer shall have be strictly liable for such Mortgage Notes, Mortgages and Assignments of Mortgage and agrees to return them within the time period set forth in the applicable release. The Servicer shall in any case return to the Custodian the Mortgage Notes, Mortgages and Assignments of Mortgage when the Servicer’s need therefor in connection with the servicing no more longer exists or less responsibility upon the occurrence of a Servicer Event of Default. (c) Notwithstanding anything to the contrary contained herein, the Issuer and the Servicer expressly acknowledge and agree that the Custodian has no duty to determine or liability to Principal on account monitor compliance by either such party under the Mortgage Loan Purchase and Servicing Agreement. Following the occurrence and during the continuance of any actions Servicer Event of Default, the Issuer or omissions the Collateral Agent may terminate the Servicer’s right to make requests for the release of any sub-custodian so employed than any such sub-custodian has Mortgage Notes, Mortgages and Assignments of Mortgage and to give receipts therefor by written notice to the Custodian, with a copy to (i) the Servicer, (ii) the Collateral Agent, if such notice is given by the Issuer, and (iii) the Issuer, if such notice is given by the Collateral Agent. The Custodian shall not be obligated to verify the authenticity of any signature (original or facsimile) on any of the documents received and examined by it in connection with this Agreement, or the authority or capacity of any Person to execute or issue any such document. 6.04 Upon receiving instruction from Principal's Board of Directors to do so, (d) The Custodian may employ as sub-custodian for Principal's foreign securities and other investments, foreign banking institutions and foreign securities depositories designated by Principal, provided that Principal's Board of Directors determines that it is reasonable to rely on Custodian to employ such sub-custodian and Custodian provides written reports notifying Principal's Board of Directors of the placement of Issuer will enter into the Account's Securities and similar investments and of any material change in the Account's arrangements. Custodian shall exercise reasonable care, prudence, and diligence, such as a person having responsibility for the safekeeping of Principal's Securities and similar investments would exercise, or to adhere to a higher standard of care, in employing such foreign sub-custodianDisbursement Account Agreement.

Custodian’s Duties. 6.01 Custodian's duties The Custodian shall examine each Mortgage Note, Mortgage and Assignment of Mortgage received by the Custodian hereunder in accordance with respect to the Account are intended to Review Procedure and shall make the Certification specifically provided in Section 4. However, except as specifically provided in Section 4, the Custodian shall not be ministerial only, and Custodian may rely uponresponsible for, and shall not be liable certify as to, the value, form, substance, legality, validity, perfection, priority, recordability, genuineness, effectiveness or enforceability of any Mortgage Note, Mortgage and Assignment of Mortgage, or the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. (a) While the Mortgage Loans are owned by the Issuer, and subject to the security interest of the Collateral Agent, as the case may be, the Custodian shall: (1) segregate on the books of the Custodian and maintain continuous custody and control of the Mortgage Notes, Mortgages and Assignments of Mortgages on behalf of and in trust for the proprietyIssuer subject to the security interest of the Collateral Agent and shall hold the Mortgage Notes, prudence, or correctness of, any instruction made by Principal Mortgages and Assignments of Mortgages in secure and fire-resistant facilities in accordance with this Agreement. customary standards for storage, and the Custodian further agrees that it shall have no ownership interest liability for any loss of the Mortgage Notes, Mortgages and Assignments of Mortgages (A) unless the Custodian shall fail to perform its duties and obligations under this Agreement in accordance with customary standards for such custody or (B) except for any loss which is the Account result of the Custodian’s gross negligence, fraud, bad faith or any assets willful misconduct; and (2) make available for review, inspection, examination or Securities audit by the Issuer or funds which comprise the AccountCollateral Agent, or earnings received their designees, at any time during normal business hours of the Custodian, upon two (2) Business Days’ written notice, the Mortgage Notes, Mortgages and Assignments of Mortgages and accounts and records pertaining thereto and related storage facilities, maintenance and release procedures and control and tracking mechanisms. (b) So long as no Servicer Event of Default has occurred and is continuing of which a Responsible Officer of the Custodian has been given written notice, from time to time (and as appropriate for the servicing of any of the Mortgage Loans (as determined by it from the Servicer)), the Custodian is authorized, after delivery to the Custodian of the Servicer’s Request for Release, to release to the Servicer the related Mortgage Note, Mortgage and Assignment of Mortgage; provided, however, that the Custodian shall only release Mortgage Notes, Mortgages and Assignments of Mortgages to the Servicer if a copy of the Request for Release is delivered to the Collateral Agent by the Custodian promptly on receipt of the same and in any Securities event prior to the release of the relevant Mortgage Note, Mortgage and Assignment of Mortgage (or assets if the Collateral Agent shall have notified the Custodian that all Obligations shall have been paid in full by the Issuer). All Mortgage Notes, Mortgages and Assignments of Mortgages so released temporarily to the Servicer shall be held by the Servicer in the Account, nor does Custodian have any right of offset or other means of exercising any ownership interest over the Account and Securities, except and only in its capacity as Custodian and a bailee trust for the benefit of the Principal. Custodian shall forward to Principal or Authorized Advisor, if applicable, all prospectuses, proxies, official reports, notices and other materials concerning discretionary management Collateral Agent on behalf of assets which are received by Custodian as holder of such assets. Custodian shall not vote proxies, act on tender offers, or perform other discretionary acts not specifically authorized by this Agreement without specific instructions from Principal or Authorized Advisor and shall take whatever action necessary to ensure that Principal has the opportunity to exercise its voting rights as a shareholder. Custodian shall be entitled to request instructions from Principal concerning any matter involving the Account, and Principal agrees to promptly respond to any such request. 6.02 Custodian shall not assign, hypothecate, pledge, or otherwise dispose of Securities or other assets deposited by Principal, except pursuant to instructions by Principal. 6.03 Custodian shall Issuer from time to time employ one and shall be returned (x) within seven (7) Business Days from the date of release as set forth in such Request for Release or more sub- custodians on behalf (y) immediately upon the occurrence of Principal located a Servicer Event of Default; it being understood that Mortgage Notes, Mortgages and Assignments of Mortgages released in the United States, but only upon being so instructed by Principal's Board of Directors, and connection with foreclosures need not be returned within such seven (7) Business Day period provided that the Servicer agrees in writing that it is holding such Mortgage Notes, Mortgages and Assignments of Mortgages as bailee for the Collateral Agent during the foreclosure period, such agreement to be sent to the Custodian with the Request for Release. As set forth in such Request for Release, the Servicer shall have be strictly liable for such Mortgage Notes, Mortgages and Assignments of Mortgages and agrees to return them within the time period set forth in the applicable release. The Servicer shall in any case return to the Custodian the Mortgage Notes, Mortgages and Assignments of Mortgages when the Servicer’s need therefor in connection with the servicing no more longer exists or less responsibility upon the occurrence of a Servicer Event of Default. (c) Notwithstanding anything to the contrary contained herein, the Issuer and the Servicer expressly acknowledge and agree that the Custodian has no duty to determine or liability monitor compliance by either such party under the Mortgage Loan Purchase and Servicing Agreement. The Issuer or the Collateral Agent may terminate the Servicer’s right to Principal on account make requests for the release of any actions or omissions Mortgage Notes, Mortgages and Assignments of any sub-custodian so employed than any such sub-custodian has Mortgages and to give receipts therefor by written notice to the Custodian, with a copy to (i) the Company, (ii) the Collateral Agent, if such notice is given by the Issuer, and (iii) the Issuer, if such notice is given by the Collateral Agent. The Custodian shall not be obligated to verify the authenticity of any signature (original or facsimile) on any of the documents received and examined by it in connection with this Agreement, or the authority or capacity of any Person to execute or issue any such document. 6.04 Upon receiving instruction from Principal's Board of Directors to do so, (d) The Custodian may employ as sub-custodian for Principal's foreign securities and other investments, foreign banking institutions and foreign securities depositories designated by Principal, provided that Principal's Board of Directors determines that it is reasonable to rely on Custodian to employ such sub-custodian and Custodian provides written reports notifying Principal's Board of Directors of the placement of Issuer will enter into the Account's Securities and similar investments and of any material change in the Account's arrangements. Custodian shall exercise reasonable care, prudence, and diligence, such as a person having responsibility for the safekeeping of Principal's Securities and similar investments would exercise, or to adhere to a higher standard of care, in employing such foreign sub-custodianDisbursement Account Agreement.

Custodian’s Duties. 6.01 With respect to each Credit File which is delivered to Custodian hereunder, Custodian will perform the following duties: (a) Upon receipt of each Credit File delivered by Servicer or Borrower pursuant to this Agreement, Custodian will (i) examine and inventory the contents of such file and issue receipt therefor confirming that all items are contained therein or noting any items that are missing or incomplete, and (ii) verify that all documents appear to be properly executed, dated and otherwise completed and any promissory notes are dated, executed, made in the amount corresponding to the Permitted Investment Checklist delivered by Servicer or Borrower to Custodian with such file and endorsed to iStar. Within two (2) Business Days of receipt of each Credit File and the applicable Permitted Investment Closing Checklist, Custodian will cause to be delivered or faxed to Lender, Borrower and Servicer a certification (a "Custodian's duties Certificate") in the form of Exhibit B attached hereto. (b) [Intentionally Omitted] (c) Within five (5) Business Days after receipt of substantially all of the items shown on the Permitted Investment Closing Checklist (which is anticipated to be not later than forty-five (45) days after the receipt of the matters listed in (a) above), Custodian shall give Lender, Borrower and Servicer written notice of any exception with respect to a Credit File in the Account are intended form of the Custodian's Certificate or an Asset Schedule and Exception Report. (d) During the term that any Credit File is held by Custodian and after the initial receipt of documents under (a) and (c), if Custodian discovers any exceptions with respect to be ministerial onlysuch Credit File, Custodian shall give Lender and Borrower written notice of such exception by submitting an Asset Schedule and Exception Report describing such exception no later than within ten (10) Business Days of such discovery. (e) Custodian may rely upon, and shall not be liable hold all documents constituting each Credit File received by it as bailee for the propriety, prudence, or correctness of, any instruction made by Principal in accordance with exclusive use and benefit of Lender and (subject to Lender's security interests) of Borrower under this Agreement. Custodian further agrees that it shall have no ownership interest segregate and maintain continuous custody of all documents constituting each Credit File in secure facilities in accordance with customary standards for such custody, until otherwise notified pursuant to this Agreement. (f) Except as expressly permitted hereunder, Custodian shall maintain continuous custody of the Permitted Investments held pursuant to this Custodial Agreement. Custodian shall maintain continuous custody of any securities (as defined in the Account UCC) in certificated form or any assets Obligor Notes held pursuant to this Custodial Agreement and all items constituting the Credit File in secure facilities within the State of Minnesota in accordance with customary standards for such custody and shall reflect in its records the interest of Lender therein. Each certificate or Securities document representing an Permitted Investment and any other document held pursuant to this Custodial Agreement designated from time to time by Lender shall be maintained in fire-proof facilities. (g) With respect to the documents constituting an Permitted Investment held pursuant to this Custodial Agreement Custodian shall (i) act as the bailee of, and the custodian for, Lender, (ii) hold all documents constituting such Permitted Investment or funds which comprise the Account, or earnings Credit File received by it from any Securities or assets held for the use and benefit of Lender and Borrower in accordance with and subject to the Accountterms of this Agreement, nor does Custodian have any right of offset or other means of exercising any ownership interest over the Account and Securities, except and (iii) make disposition thereof only in its capacity accordance with the terms of this Custodial Agreement; provided, however, if Lender has notified Custodian that an Event of Default with respect to Borrower has occurred and is continuing under the Credit Agreement, Lender may send other written instructions to Custodian (with a copy to Borrower) and, Borrower hereby authorizes and irrevocably directs Custodian to follow such instructions of Lender without further consent of and notwithstanding any contrary instructions or directions from Borrower. In the event of a conflict between the terms of this Custodial Agreement and such written instructions, Lender's written instructions shall control with respect to Custodian, but as Custodian between Lender and a bailee for Borrower, the benefit Credit Agreement shall govern and control (h) In the event that (i) any of Lender, Borrower or the Principal. Custodian shall forward be served by a third party with any type of levy, attachment, writ or court order with respect to Principal any Credit File or Authorized Advisorany document included within an Credit File or (ii) a third party shall institute any court proceeding by which any Credit File or a document included within an Credit File shall be required to be delivered otherwise than in accordance with the provisions of this Custodial Agreement, if applicablethe party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Custodial Agreement copies of all court papers, all prospectusesorders, proxies, official reports, notices documents and other materials concerning discretionary management of assets which such proceedings. The Custodian shall, to the extent permitted by law or by court order, continue to hold and maintain all the Credit Files that are received by Custodian as holder the subject of such assetsproceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. If so ordered by such court, upon final determination of such court, the Custodian shall not vote proxies, act on tender offers, dispose of such Credit File or perform other discretionary acts not specifically authorized any document included within such Credit File as directed by this Agreement without specific instructions from Principal or Authorized Advisor and the Lender which shall take whatever action necessary to ensure that Principal has give a direction consistent with such determination. Expenses of the opportunity to exercise its voting rights Custodian incurred as a shareholder. result of such proceedings shall be borne by Borrower; provided, however, that if Lender, but not Borrower, is a party to such proceedings, then the expenses of Custodian shall be entitled to request instructions from Principal concerning any matter involving the Account, and Principal agrees to promptly respond to any such requestborne by Lender. 6.02 Custodian shall not assign, hypothecate, pledge, or otherwise dispose of Securities or other assets deposited by Principal, except pursuant to instructions by Principal. 6.03 Custodian shall from time to time employ one or more sub- custodians on behalf of Principal located in the United States, but only upon being so instructed by Principal's Board of Directors, and provided that the Custodian shall have no more or less responsibility or liability to Principal on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. 6.04 Upon receiving instruction from Principal's Board of Directors to do so, Custodian may employ as sub-custodian for Principal's foreign securities and other investments, foreign banking institutions and foreign securities depositories designated by Principal, provided that Principal's Board of Directors determines that it is reasonable to rely on Custodian to employ such sub-custodian and Custodian provides written reports notifying Principal's Board of Directors of the placement of the Account's Securities and similar investments and of any material change in the Account's arrangements. Custodian shall exercise reasonable care, prudence, and diligence, such as a person having responsibility for the safekeeping of Principal's Securities and similar investments would exercise, or to adhere to a higher standard of care, in employing such foreign sub-custodian.