Common use of Custodial Arrangements Clause in Contracts

Custodial Arrangements. Within ten (10) calendar days following the date hereof, the Continuing Holders will duly execute and deliver a power of attorney in a form reasonably acceptable to SII ("Power of Attorney") appointing and constituting the Persons designated therein, and each of them, with full power of substitution, as the lawful agents and attorneys-in-fact of each Continuing Holder (the "Attorneys") for the purpose of delivering and assigning hereunder the shares of Company Common Stock to be contributed by such Continuing Holder to SII in accordance with the terms hereof. Certificates in negotiable form for such shares of Company Common Stock of such Continuing Holder shall be placed in custody by such date, for the purpose of making delivery of the shares of Company Common Stock under this Agreement, pursuant to the terms of the Custody Agreement which shall be duly executed by such Continuing Holder by such date (other than such shares of Company Common Stock as will be acquired by the Continuing Holders upon the exercise of Company Stock Options, which shall be delivered to the Custodian upon the issuance thereof). In addition, each Continuing Holder's shares of SII Common Stock and, following the Merger, Surviving Corporation Common Stock shall be delivered upon issuance to, and held by, the Custodian pursuant to the Custody Agreement. Each Continuing Holder severally agrees that the shares of Company Common Stock and SII Common Stock (and, following the Merger, Surviving Corporation Common Stock) represented by the certificates to be held in custody for him or it under the Custody Agreement will be held for the benefit of and coupled with and subject to the interest of SII (and, following the Merger, the Surviving Corporation) hereunder, that the arrangements made by such Continuing Holder for such custody and the appointment of the Attorneys by such Continuing Holder will be irrevocable, and that the obligations of such Continuing Holder hereunder and under the Custody Agreement shall not be terminated by operation of law, whether by the death or incapacity of the Continuing Holder or the occurrence of any other event. If the Continuing Holder should die or become incapacitated or if any other such event should occur before the delivery of the shares of Company Common Stock hereunder, certificates for such securities shall be delivered by the Attorneys in accordance with the terms and conditions of this Agreement and the Custody Agreement and actions taken by the Attorneys pursuant to the Power of Attorney or the Custody Agreement shall be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not the Attorneys, or any of them, shall have received notice thereof.

Custodial Arrangements. Within ten (10a) calendar days following the date hereof, the Continuing Holders will duly execute and deliver a power of attorney in a form reasonably acceptable to SII ("Power of Attorney") appointing and constituting the Persons designated therein, and each of them, with full power of substitution, as the lawful agents and attorneys-in-fact of each Continuing Holder (the "Attorneys") for the purpose of delivering and assigning hereunder the shares of Company Common Stock to be contributed by such Continuing Holder to SII in accordance with the terms hereof. Certificates in negotiable form for such shares of Company Common Stock of such Continuing Holder shall be placed in custody by such date, for the purpose of making delivery of the shares of Company Common Stock under this Agreement, pursuant Subject to the terms and conditions of this Section 9.7, the Collateral Agent irrevocably appoints the Custodian, and the Custodian accepts such appointment to act as Custodian of the Custody Agreement which shall be duly executed by such Continuing Holder by such date (other than such shares of Company Common Stock as will be acquired by the Continuing Holders upon the exercise of Company Stock OptionsReceivable File with respect to each Receivable, which shall be delivered to the Custodian upon by the issuance thereofServicer on or before each Borrowing Date. (b) To the extent any Receivable Files or any portion thereof are held by the Servicer in accordance with Section 9.7(a), the Servicer agrees to act with reasonable care, using that degree of care, skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for itself or others, and, in any event, to exercise at least that degree of care, skill and attention that it exercises with respect to its own assets. The Servicer shall promptly report to the Collateral Agent any material failure by it to hold such Receivable Files as herein provided and shall promptly take appropriate action to remedy such failure. In additionconnection with holding any Receivable Files, each Continuing Holder's shares the Servicer agrees not to assert, and shall cause any related Subservicer not to assert, any beneficial ownership interests in the Receivables. The Servicer agrees to indemnify the Collateral Agent, the other Secured Parties and the Borrower, and their respective officers, directors, employees, partners and agents for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of SII Common Stock andany kind whatsoever that may be imposed on or incurred by any such Person arising from the negligence or willful misconduct of such Servicer in holding of the Receivable Files pursuant to Section 9.7(a); provided, following however, that the MergerServicer will not be liable to the extent that any such amount resulted from the gross negligence, Surviving Corporation Common Stock bad faith or willful misconduct of such indemnified Person. (c) The Servicer shall not, without the prior written consent of the Deal Agent, deliver or release to the Borrower (prior to the Final Payout Date) or any other Person any Receivable Files (or the security interest in the related collateral, if any) except (i) to the Subservicers, (ii) in the ordinary course of its business in connection with the release of collateral securing such Receivable alter satisfaction of the related indebtedness thereunder and (iii) in connection with a purchase of a Receivable pursuant to the Receivables Purchase Agreement or the release of the Lien upon payment in full of such Receivable or as otherwise contemplated herein. (d) Upon termination of AmeriCredit as Servicer, AmeriCredit shall simultaneously be terminated as Custodian and the Successor Servicer shall act as the Custodian, in which case the Successor Servicer shall be delivered upon issuance todeemed to have assumed the obligations of the Custodian specified in this Section 9.7. Upon payment in full of any Receivable, and held by, the Servicer will notify the Custodian pursuant to a certificate of an officer of the Custody Agreement. Each Continuing Holder severally agrees Servicer (which certificate shall include a statement to the effect that the shares of Company Common Stock and SII Common Stock (and, following the Merger, Surviving Corporation Common Stock) represented by the certificates all amounts received in connection with such payments which are required to be held deposited in custody for him or it under the Custody Agreement will be held for the benefit of Collection Account pursuant to Section 9.3 have been so deposited) and coupled with and subject to the interest of SII (and, following the Merger, the Surviving Corporation) hereunder, that the arrangements made by such Continuing Holder for such custody and the appointment of the Attorneys by such Continuing Holder will be irrevocable, and that the obligations of such Continuing Holder hereunder and under the Custody Agreement shall not be terminated by operation of law, whether by the death or incapacity of the Continuing Holder or the occurrence of any other event. If the Continuing Holder should die or become incapacitated or if any other such event should occur before the request delivery of the shares Receivable and Receivable File to the Servicer. From time to time as appropriate for servicing and enforcing any Receivable, the Custodian shall, upon written request of Company Common Stock hereunderan officer of the Servicer and delivery to the Custodian of a receipt signed by such officer, certificates for such securities cause the original Receivable and the related Receivable File to be released to the Servicer. The Servicer’s receipt of a Receivable and/or Receivable File shall be delivered obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Attorneys Servicer has ceased unless the Receivable is repurchased as described in accordance with the terms and conditions of this Agreement and the Custody Agreement and actions taken by the Attorneys pursuant to the Power of Attorney or the Custody Agreement shall be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not the Attorneys, or any of them, shall have received notice thereofSection 5.3.

Custodial Arrangements. Within ten (10a) calendar days following the date hereof, the Continuing Holders will duly execute and deliver a power of attorney in a form reasonably acceptable Subject to SII ("Power of Attorney") appointing and constituting the Persons designated therein, and each of them, with full power of substitution, as the lawful agents and attorneys-in-fact of each Continuing Holder (the "Attorneys") for the purpose of delivering and assigning hereunder the shares of Company Common Stock to be contributed by such Continuing Holder to SII in accordance with the terms hereof. Certificates in negotiable form for such shares of Company Common Stock of such Continuing Holder shall be placed in custody by such date, for the purpose of making delivery of the shares of Company Common Stock under this Agreement, pursuant to the terms of the Custody Agreement which shall be duly executed by such Continuing Holder by such date (other than such shares of Company Common Stock as will be acquired by the Continuing Holders upon the exercise of Company Stock Options, which shall be delivered to the Custodian upon the issuance thereof). In addition, each Continuing Holder's shares of SII Common Stock and, following the Merger, Surviving Corporation Common Stock shall be delivered upon issuance to, and held by, the Custodian pursuant to the Custody Agreement. Each Continuing Holder severally agrees that the shares of Company Common Stock and SII Common Stock (and, following the Merger, Surviving Corporation Common Stock) represented by the certificates to be held in custody for him or it under the Custody Agreement will be held for the benefit of and coupled with and subject to the interest of SII (and, following the Merger, the Surviving Corporation) hereunder, that the arrangements made by such Continuing Holder for such custody and the appointment of the Attorneys by such Continuing Holder will be irrevocable, and that the obligations of such Continuing Holder hereunder and under the Custody Agreement shall not be terminated by operation of law, whether by the death or incapacity of the Continuing Holder or the occurrence of any other event. If the Continuing Holder should die or become incapacitated or if any other such event should occur before the delivery of the shares of Company Common Stock hereunder, certificates for such securities shall be delivered by the Attorneys in accordance with the terms and conditions of this Agreement Section, the Subservicer shall maintain custody and possession of the Receivable Files with respect to the Receivables (for the benefit of the Secured Parties). (b) To the extent any Receivable Files or any portion thereof are held by the Subservicer in accordance with Section 3.03(a), the Subservicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts owned and/or serviced by it. The Subservicer shall promptly report to the Servicer any material failure by it to hold such Receivable Files as herein provided and shall promptly take appropriate action to remedy such failure. In connection with holding any Receivable Files, the Subservicer agrees not to assert, and shall cause each related vendor not to assert any beneficial ownership interests in the Receivables. The Subservicer agrees to indemnify the Servicer, Collateral Agent, the other Secured Parties and the Custody Agreement Borrower, and actions taken their respective officers, directors, employees, partners and agents for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever that may be imposed on or incurred by any such Person arising from the negligence or willful misconduct of the Subservicer in holding of the Receivable Files pursuant to Section 3.03(a); provided, however, that the Subservicer will not be liable to the extent that any such amount resulted from the gross negligence or willful misconduct of such Person. (c) The Subservicer shall not, without the prior consent of the Servicer, deliver or release to the Borrower or any other Person any Receivable Files (or the security interest in the related collateral, if any) except (i) to vendors, (ii) in the ordinary course of its business in connection with the release of collateral securing such Receivable after satisfaction of the related indebtedness thereunder and (iii) in connection with a sale of a Receivable by the Attorneys pursuant Borrower. Upon the request of the Servicer following the occurrence of a Subservicer Termination Event, the Subservicer shall deliver to the Power Servicer all Receivable Files held by the Subservicer unless the Subservicer is terminated as a result of Attorney or a termination of the Custody Agreement Servicer under the Servicing Agreement, in which case the Subservicer shall be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not deliver all Receivables Files to the Attorneys, or any of them, shall have received notice thereofCollateral Agent.

Custodial Arrangements. Within ten (10) calendar days following the date hereof, the Continuing Holders will duly execute and deliver a power of attorney in a form reasonably acceptable to SII ("Power of Attorney") appointing and constituting the Persons designated therein, and each of them, with full power of substitution, as the lawful agents and attorneys-in-fact of each Continuing Holder (the "Attorneys") for the purpose of delivering and assigning hereunder the shares of Company Common Stock to be contributed by such Continuing Holder to SII in accordance with the terms hereof. Certificates in negotiable form for such shares of Company Common Stock of such Continuing Holder shall the Securities to be sold by the Selling Shareholders hereunder have been placed in custody by such datecustody, for the purpose of making delivery of the shares of Company Common Stock under this Agreement, pursuant to under the terms of the relevant Custody Agreement which shall be duly executed by such Continuing Holder by such date (other than such shares of Company Common Stock as will be acquired by made with the Continuing Holders upon the exercise of Company Stock Options, which shall be delivered to the Custodian upon the issuance thereof). In addition, each Continuing Holder's shares of SII Common Stock and, following the Merger, Surviving Corporation Common Stock shall be delivered upon issuance to, and held by, the Custodian pursuant to the Custody AgreementCustodian. Each Continuing Holder severally Selling Shareholder agrees that the shares of Company Common Stock and SII Common Stock (and, following the Merger, Surviving Corporation Common Stock) represented by the certificates to be held in custody for him or it such Selling Shareholder under the such Custody Agreement will be held for the benefit of and coupled with and are subject to the interest interests of SII (and, following the Merger, the Surviving Corporation) Underwriters hereunder, that the arrangements made by such Continuing Holder Selling Shareholder for such custody and the appointment of the Attorneys by such Continuing Holder will be are to that extent irrevocable, and that the obligations of such Continuing Holder Selling Shareholder hereunder and under the Custody Agreement shall not be terminated by operation of law, whether by the death or incapacity of the Continuing Holder any individual Selling Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If the Continuing Holder any individual Selling Shareholder or any such trustee or trustees should die or become incapacitated die, or if any other such event should occur occur, or if any of such trusts should terminate, before the delivery of the shares of Company Common Stock Securities hereunder, certificates for such securities Securities shall be delivered by the Attorneys Custodian in accordance with the terms and conditions of this Agreement and the Custody Agreement and actions taken by the Attorneys pursuant to the Power of Attorney or the Custody Agreement shall be as valid as if such death, incapacity death or other event or termination had not occurred, regardless of whether or not the Attorneys, or any of them, Custodian shall have received notice thereofof such death or other event or termination. Pursuant to the Power of Attorney, in the form attached hereto as Exhibit C, granted by each such Selling Shareholder, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will act as representatives of the Selling Shareholders. The foregoing representatives (the “Representatives of the Selling Shareholders”) are authorized, on behalf of each Selling Shareholder, subject to the limitations as may be set forth therein to execute any documents necessary or desirable in connection with the sale of the Securities to be sold hereunder by each Selling Shareholder, to make delivery of the certificates of such Securities, to receive the proceeds of the sale of such Securities, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Shareholder in connection with the sale and public offering of the Securities, to distribute the balance of such proceeds to each such Selling Shareholder in proportion to the number of Securities sold by each such Selling Shareholder, to receive notices on behalf of each such Selling Shareholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Custodial Arrangements. Within ten (10) calendar days following the date hereof, the Continuing Holders will duly execute and deliver a power of attorney in a form reasonably acceptable to SII ("Power of Attorney") appointing and constituting the Persons designated therein, and each of them, with full power of substitution, If acts as the lawful agents and attorneys-in-fact of each Continuing Holder (the "Attorneys") custodian for the purpose of delivering securities and assigning hereunder the shares of Company Common Stock other property in Client’s Account, is authorized to be contributed by such Continuing Holder to SII in accordance with the terms hereof. Certificates in negotiable form for such shares of Company Common Stock of such Continuing Holder shall be placed in custody by such date, for the purpose of making delivery of the shares of Company Common Stock under this Agreement, pursuant to the terms of the Custody Agreement which shall be duly executed by such Continuing Holder by such date (other than such shares of Company Common Stock as will be acquired by the Continuing Holders upon the exercise of Company Stock Options, which shall be delivered to the Custodian upon the issuance thereof). In addition, each Continuing Holder's shares of SII Common Stock and, following the Merger, Surviving Corporation Common Stock shall be delivered upon issuance to, and held by, the Custodian pursuant to the Custody Agreement. Each Continuing Holder severally agrees that the shares of Company Common Stock and SII Common Stock (and, following the Merger, Surviving Corporation Common Stock) represented by the certificates to be held in custody for him or it under the Custody Agreement will be held for the benefit of and coupled with and subject to the interest of SII (and, following the Merger, the Surviving Corporation) hereunder, that the arrangements made by such Continuing Holder for such custody and the appointment of the Attorneys by such Continuing Holder will be irrevocable, and that the obligations of such Continuing Holder hereunder and under the Custody Agreement shall not be terminated by operation of law, whether by the death or incapacity of the Continuing Holder or the occurrence of any other event. If the Continuing Holder should die or become incapacitated or if any other such event should occur before the delivery of the shares of Company Common Stock hereunder, certificates for register such securities shall be delivered by and other property in the Attorneys in accordance with the terms and conditions of this Agreement and the Custody Agreement and actions taken by the Attorneys pursuant to the Power of Attorney or the Custody Agreement shall be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not the Attorneysname of, or any nominee, including sub-custodians, or cause such securities and other property to be registered in the name of, or in the name of themthe nominee of, shall a recognized depository or clearing organization. Client understands that when holds on Client’s behalf bonds or preferred stocks that are callable in part by the issuer, such securities will be subject to an impartial lottery allocation system in which the probability of Client’s securities being selected as called is proportional to the holdings of all clients of such securities held in bulk by or for. Client further understands that will withdraw such securities from any depository prior to the first date on which such securities may be called unless such depository has adopted an impartial lottery system which is applicable to all participants. is authorized to withdraw securities sold or otherwise disposed of, and to credit Client’s Account with the proceeds thereof or make such other disposition thereof as Client may direct. is further authorized to collect all income and other payments which may become due on Client’s securities, to surrender for payment maturing obligations and those called for redemption and to exchange certificates in temporary form for like certificates in definitive form, or, if the par value of any shares is changed, to effect the exchange for new certificates. It is understood and agreed by Client that although will use reasonable efforts to effect the authorization set forth in the preceding sentence, will incur no liability for its failure to do so. is subject to Exchange rules and regulations that may require it to forward to its clients certain written materials relating to the securities and other property in such client’s account (including proxy materials). Except as otherwise required by these rules and regulations, is not otherwise responsible for obtaining, notifying Client of its receipt of, or forwarding to Client, any written materials relating to the securities and other property in Client’s Account. Under SEC Rule 15c3-3, is required to obtain and, thereafter, to maintain possession or control of customer fully-paid securities and excess margin securities, as such terms are defined in that rule. If determines that it does not have received notice thereofsufficient securities under its possession or control as required (such a condition is referred to as a segregation deficiency), it is required by that rule to take certain steps to obtain possession or control, including, without limitation, recalling securities from loans, and is permitted the period of time set forth in that rule in which to obtain possession or control. To the extent that has a segregation deficiency in shares over a record date for a vote, dividend or other corporate action or distribution, will allocate such deficiency to either (a) the client(s) to whom such a deficiency is attributed (if any); or (b) if the deficiency cannot practically be attributed to any particular customer, will allocate such deficiency to its customers using a random impartial lottery. Client understands and agrees that may change its allocation method at any time. The customers to whom such deficiency is allocated will be unable to vote or give consent in respect of such corporate action.

Custodial Arrangements. Within ten (10a) calendar days following the date hereof, the Continuing Holders will duly execute and deliver a power of attorney in a form reasonably acceptable Subject to SII ("Power of Attorney") appointing and constituting the Persons designated therein, and each of them, with full power of substitution, as the lawful agents and attorneys-in-fact of each Continuing Holder (the "Attorneys") for the purpose of delivering and assigning hereunder the shares of Company Common Stock to be contributed by such Continuing Holder to SII in accordance with the terms hereof. Certificates in negotiable form for such shares of Company Common Stock of such Continuing Holder shall be placed in custody by such date, for the purpose of making delivery of the shares of Company Common Stock under this Agreement, pursuant to the terms of the Custody Agreement which shall be duly executed by such Continuing Holder by such date (other than such shares of Company Common Stock as will be acquired by the Continuing Holders upon the exercise of Company Stock Options, which shall be delivered to the Custodian upon the issuance thereof). In addition, each Continuing Holder's shares of SII Common Stock and, following the Merger, Surviving Corporation Common Stock shall be delivered upon issuance to, and held by, the Custodian pursuant to the Custody Agreement. Each Continuing Holder severally agrees that the shares of Company Common Stock and SII Common Stock (and, following the Merger, Surviving Corporation Common Stock) represented by the certificates to be held in custody for him or it under the Custody Agreement will be held for the benefit of and coupled with and subject to the interest of SII (and, following the Merger, the Surviving Corporation) hereunder, that the arrangements made by such Continuing Holder for such custody and the appointment of the Attorneys by such Continuing Holder will be irrevocable, and that the obligations of such Continuing Holder hereunder and under the Custody Agreement shall not be terminated by operation of law, whether by the death or incapacity of the Continuing Holder or the occurrence of any other event. If the Continuing Holder should die or become incapacitated or if any other such event should occur before the delivery of the shares of Company Common Stock hereunder, certificates for such securities shall be delivered by the Attorneys in accordance with the terms and conditions of this Agreement Section, the Servicer shall maintain custody and possession of the Receivable Files with respect to the Receivables (for the benefit of the Secured Parties). (b) To the extent any Receivable Files or any portion thereof are held by the Servicer in accordance with Section 3.03(a), the Servicer agrees to act with reasonable care, using that degree of skill and care that it exercises with respect to similar contracts owned and/or serviced by it. The Servicer shall promptly report to the Collateral Agent and the Custody Agreement Administrator any material failure by it to hold such Receivable Files as herein provided and actions taken shall promptly take appropriate action to remedy such failure. In connection with holding any Receivable Files, the Servicer agrees not to assert, and shall cause each related Subservicer not to assert any beneficial ownership interests in the Receivables. The Servicer agrees to indemnify the Collateral Agent, the other Secured Parties and the Borrower, and their respective officers, directors, employees, partners and agents for any and all liabilities, obligations, losses, damages, payments, costs, or expenses of any kind whatsoever that may be imposed on or incurred by any such Person arising from the Attorneys negligence or willful misconduct of the Servicer in holding of the Receivable Files pursuant to Section 3.03(a); provided, however, that the Servicer will not be liable to the extent that any such amount resulted from the gross negligence or willful misconduct of such Person. (c) The Servicer shall not, without the prior written consent of the Administrator, deliver or release to the Borrower or any other Person any Receivable Files (or the security interest in the related collateral, if any) except (i) to the Subservicers, (ii) in the ordinary course of its business in connection with the release of collateral securing such Receivable after satisfaction of the related indebtedness thereunder and (iii) in connection with a purchase of a Receivable pursuant to the Power of Attorney Sale Agreement or the Custody Agreement Receivables Financing Agreement. Upon the request of the Administrator following the occurrence of a Termination Event, the Servicer shall be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not deliver to the Attorneys, or any of them, shall have received notice thereofCollateral Agent all Receivable Files held by the Servicer.

Custodial Arrangements. Within ten Custody of Account assets will be maintained with the independent custodian selected by Client (10the “Custodian”). Adviser will not have custody of any assets in the Account. Client will be solely responsible for paying all fees or charges of the Custodian. Client authorizes Adviser to give Custodian instructions for the purchase, sale, conversion, redemption, exchange or retention of any security, cash or cash equivalent or other investment for the Account. Client also authorizes and directs Adviser to instruct Custodian on Client’s behalf to (a) calendar days following send Client at least quarterly a statement showing all transactions occurring in the date hereofAccount during the period covered by the account statement, and the funds, securities and other property in the Account at the end of the period; and (b) provide Adviser copies of all periodic statements and other reports for the Account that Custodian sends Client. The Client may open and maintain Accounts with any Custodian provided the Custodian is able to provide the Advisor with reasonable access to the Client’s Accounts for which the Advisor is responsible for the discretionary investment and reinvestment of those Assets. Additionally, the Continuing Holders Custodian must provide the Adviser with access to the necessary trading and back office tools that will duly execute and deliver a power of attorney in a form reasonably acceptable enable the Adviser to SII ("Power of Attorney") appointing and constituting the Persons designated therein, and each of them, with full power of substitution, as the lawful agents and attorneys-in-fact of each Continuing Holder (the "Attorneys") for the purpose of delivering and assigning hereunder the shares of Company Common Stock to be contributed by such Continuing Holder to SII in accordance with the terms hereof. Certificates in negotiable form for such shares of Company Common Stock of such Continuing Holder shall be placed in custody by such date, for the purpose of making delivery of the shares of Company Common Stock fully carry out its responsibilities under this Agreement. If the Custodian is not able to or ceases to be able to fulfill the above requirements, pursuant the Adviser will provide timely Notice to the terms Client. Subsequently, the Client then must close his or her Accounts with that Custodian and select a suitable replacement Custodian within five (5) business days of receipt of such Notice. Notwithstanding the above, the Adviser recommends that the Client selects TD Ameritrade Institutional (“TD Ameritrade) as Custodian. This recommendation is based on the following factors: access to and quality of research resources (even if such research resources are not for the exclusive benefit of those Clients who select TD Ameritrade as Custodian); custody services; financial responsibility; transaction capability; transaction costs; electronic trading capabilities; and products offered; with all criteria being of equal importance. It is understood that if the Client selects TD Ameritrade as Custodian, the Client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the Account than would otherwise be the case. Neither Advisor, nor any of its principals or associated persons, will directly receive any portion of the Custody Agreement brokerage commissions and/or transaction fees charged to the Client. However, in return for effecting securities brokerage transactions broker-dealers, Advisor may receive certain investment research products or services which assist Advisor in its investment decision making process for the Client, all of which shall be duly executed by such Continuing Holder by such date (other than such shares of Company Common Stock as will be acquired by the Continuing Holders upon the exercise of Company Stock Options, which shall be delivered to the Custodian upon the issuance thereof). In addition, each Continuing Holder's shares of SII Common Stock and, following the Merger, Surviving Corporation Common Stock shall be delivered upon issuance to, and held by, the Custodian pursuant to the Custody Agreement. Each Continuing Holder severally agrees that the shares of Company Common Stock and SII Common Stock (and, following the Merger, Surviving Corporation Common Stockin compliance with Section 28(e) represented by the certificates to be held in custody for him or it under the Custody Agreement will be held for the benefit of and coupled with and subject to the interest of SII (and, following the Merger, the Surviving Corporation) hereunder, that the arrangements made by such Continuing Holder for such custody and the appointment of the Attorneys by such Continuing Holder will be irrevocable, and that the obligations Securities Exchange Act of such Continuing Holder hereunder and under the Custody Agreement shall not be terminated by operation of law, whether by the death or incapacity of the Continuing Holder or the occurrence of any other event. If the Continuing Holder should die or become incapacitated or if any other such event should occur before the delivery of the shares of Company Common Stock hereunder, certificates for such securities shall be delivered by the Attorneys in accordance with the terms and conditions of this Agreement and the Custody Agreement and actions taken by the Attorneys pursuant to the Power of Attorney or the Custody Agreement shall be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not the Attorneys, or any of them, shall have received notice thereof1934.

Custodial Arrangements. Within ten (10) calendar days following the date hereof, the Continuing Holders will duly execute and deliver a power of attorney in a form reasonably acceptable to SII ("Power of Attorney") appointing and constituting the Persons designated therein, and each of them, with full power of substitution, If Pershing acts as the lawful agents and attorneys-in-fact of each Continuing Holder (the "Attorneys") custodian for the purpose of delivering securities and assigning hereunder the shares of Company Common Stock other property in Client’s Account, Pershing is authorized to be contributed by such Continuing Holder to SII in accordance with the terms hereof. Certificates in negotiable form for such shares of Company Common Stock of such Continuing Holder shall be placed in custody by such date, for the purpose of making delivery of the shares of Company Common Stock under this Agreement, pursuant to the terms of the Custody Agreement which shall be duly executed by such Continuing Holder by such date (other than such shares of Company Common Stock as will be acquired by the Continuing Holders upon the exercise of Company Stock Options, which shall be delivered to the Custodian upon the issuance thereof). In addition, each Continuing Holder's shares of SII Common Stock and, following the Merger, Surviving Corporation Common Stock shall be delivered upon issuance to, and held by, the Custodian pursuant to the Custody Agreement. Each Continuing Holder severally agrees that the shares of Company Common Stock and SII Common Stock (and, following the Merger, Surviving Corporation Common Stock) represented by the certificates to be held in custody for him or it under the Custody Agreement will be held for the benefit of and coupled with and subject to the interest of SII (and, following the Merger, the Surviving Corporation) hereunder, that the arrangements made by such Continuing Holder for such custody and the appointment of the Attorneys by such Continuing Holder will be irrevocable, and that the obligations of such Continuing Holder hereunder and under the Custody Agreement shall not be terminated by operation of law, whether by the death or incapacity of the Continuing Holder or the occurrence of any other event. If the Continuing Holder should die or become incapacitated or if any other such event should occur before the delivery of the shares of Company Common Stock hereunder, certificates for register such securities shall be delivered by and other property in the Attorneys in accordance with the terms and conditions name of this Agreement and the Custody Agreement and actions taken by the Attorneys pursuant to the Power of Attorney or the Custody Agreement shall be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not the AttorneysPershing, or any nominee, including sub-custodians, or cause such securities and other property to be registered in the name of, or in the name of themthe nominee of, shall a recognized depository or clearing organization. Client understands that when ▇▇▇▇▇▇▇▇ holds on Client’s behalf bonds or preferred stocks that are callable in part by the issuer, such securities will be subject to an impartial lottery allocation system in which the probability of Client’s securities being selected as called is proportional to the holdings of all Clients of such securities held in bulk by or for Pershing. Client further understands that Pershing may withdraw such securities from any depository prior to the first date on which such securities may be called unless such depository has adopted an impartial lottery system which is applicable to all participants. Pershing is authorized to withdraw securities sold or otherwise disposed of, and to credit Client’s Account with the proceeds thereof or make such other disposition thereof as Client may direct. Pershing is further authorized to collect all income and other payments which may become due on Client’s securities, to surrender for payment maturing obligations and those called for redemption and to exchange certificates in temporary form for like certificates in definitive form, or, if the par value of any shares is changed, to etfect the exchange for new certificates. It is understood and agreed by Client that although ▇▇▇▇▇▇▇▇ will use reasonable etforts to etfect the authorization set forth in the preceding sentence, Pershing will incur no liability absent ▇▇▇▇▇▇▇▇’▇ gross negligence or willful misconduct for its failure to do so. Pershing is subject to Exchange rules and regulations that may require it to forward to its Clients certain written materials relating to the securities and other property in such Client’s account (including proxy materials). Except as otherwise required by these rules and regulations, Pershing is not otherwise responsible for obtaining, notifying Client of its receipt of, or forwarding to Client, any written materials relating to the securities and other property in Client’s Account. Under Rule 15c3-3 of the Exchange Act (“Rule 15c3-3”), Pershing is required to obtain and, thereafter, to maintain possession or control of Client fully-paid securities and excess margin securities, as such terms are defined in that rule. If Pershing determines that it does not have received notice thereofsufficient securities under its possession or control as required (such a condition is referred to as a segregation deficiency), it is required by Rule 15c3-3 to take certain steps to obtain possession or control within that certain period of time set forth in the rule, including, without limitation, by recalling securities from loans. To the extent that Pershing has a segregation deficiency in shares over a record date for a vote, dividend or other corporate action or distribution, Pershing will allocate such deficiency to either (a) the customer(s) to whom such a deficiency is attributed (if any); or (b) if the deficiency cannot practically be attributed to any particular customer, Pershing will allocate such deficiency to its customers using a random impartial lottery. Client understands and agrees that Pershing may change its allocation method at any time. The Clients to whom such deficiency is allocated will be unable to vote or give consent in respect of such corporate action.