Common use of Appointment; Separate Agreements Clause in Contracts

Appointment; Separate Agreements. (a) Client hereby appoints Bank as its agent for each Lender to lend Securities in the Account of such Lender to Borrowers from time to time (except Securities which Client has advised Bank in Written Instructions are no longer subject to the representations, warranties and covenants set forth in Article III, sub-paragraph (d)) in accordance with the provisions hereof, including the lending limitations referenced on Schedule IV attached hereto (as amended from time to time), and Bank hereby accepts appointment as such agent and agrees to so act. Bank shall have authority to do or cause to be done all acts by and on behalf of each Lender as it shall determine in good faith to be desirable, necessary or appropriate to implement and administer the Loan of securities on behalf of Lenders as contemplated by this Agreement. This Agreement shall be deemed to create a separate agreement between Bank and each Lender to the same extent as though each such Lender had separately executed an identical agreement. Any reference to Lender in this Agreement shall be deemed to refer solely and exclusively to a particular Lender to which a given lending transaction under this Agreement relates. The rights and obligations of each Lender pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, the rights and obligations of each and every other Lender pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Lender constitute a right, obligation or remedy applicable to any other Lender. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Lender shall not create any right or obligation with respect to any other Lender; (b) neither Bank nor any Borrower shall have any right to set off any claims of or against a Lender by applying property or rights of any other Lender, or series thereof, and (c) no Lender, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Lender or series thereof. Until such time as a Loan is terminated and the Loaned Securities are returned to a Lender, a Borrower shall have all incidents of ownership of the Loaned Securities, including but not limited to the right to transfer the Loaned Securities to others; provided however, that the Borrower will be obligated to such Lender with respect to all Distributions. Each Lender hereby waives any and all voting rights with respect to Loaned Securities and the right to participate in any dividend reinvestment program during the term of any Loan. (b) Each Lender agrees that Bank may, in order to comply with certain statutory special resolution regimes (“SRRs”): (i) amend and/or agree in the relevant Securities Borrowing Agreement, this Agreement, any master repurchase agreement in relation to cash collateral invested into repos (if applicable) and any other agreement entered into by Bank on Lender’s behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on Lender’s behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,1 with respect to the Applicable Agreements; and/or (iii) take any other action on Lender’s behalf that Bank, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR.

Appointment; Separate Agreements. (a) Client hereby appoints Bank as its agent for each Lender to lend Securities in the Account of such Lender to Borrowers from time to time (except Securities which Client has advised Bank in Written Instructions are no longer subject to the representations, warranties and covenants representations set forth in Article III, sub-paragraph (d)) hereof) in accordance with the provisions provision hereof, including the lending limitations referenced on Schedule IV attached hereto (as amended from time to time), and Bank hereby accepts appointment as such agent and agent, agrees to so act. The Bank shall have authority to do or cause to be done all acts by and on behalf of each Lender as it shall determine in good faith to be desirable, necessary or appropriate to implement and administer the Loan of securities on behalf of Lenders as contemplated by this Agreement. This Agreement shall be deemed to create a separate agreement between Bank and each Lender to the same extent as though each such Lender had separately executed an identical agreement. Any reference to Lender in this Agreement shall be deemed to refer solely and exclusively to a particular Lender to which a given lending transaction under this Agreement relates. The rights and obligations of each Lender pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, the rights and obligations of each and every other Lender pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Lender constitute a right, obligation or remedy applicable to any other Lender. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Lender shall not create any right or obligation with respect to any other Lender; (b) neither Bank nor any Borrower shall have any right to set off any claims of or against a Lender by applying property or rights of any other Lender, or series thereof, and (c) no Lender, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Lender or series thereof. Until such time as a Loan is terminated and the Loaned Securities are returned to a Lender, a Borrower shall have all incidents of ownership of the Loaned Securities, including but not limited to to, the right to transfer the Loaned Securities to others; provided however, that the Borrower will be obligated to such Lender with respect to all Distributions. Each Lender hereby waives any and all voting rights with respect to Loaned Securities and the right to participate in any dividend reinvestment program during the term of any Loan. (b) Each Lender agrees that Bank may, in order to comply with certain statutory special resolution regimes (“SRRs”): (i) amend and/or agree in the relevant Securities Borrowing Agreement, this Agreement, any master repurchase agreement in relation to cash collateral invested into repos (if applicable) and any other agreement entered into by Bank on Lender’s behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on Lender’s behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,1 with respect to the Applicable Agreements; and/or (iii) take any other action on Lender’s behalf that Bank, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR.

Appointment; Separate Agreements. (a) Client hereby appoints Bank as its agent for each Lender to lend Securities in the Account of such Lender to Borrowers from time to time (except Securities which Client has advised Bank in Written Instructions are no longer subject to the representations, warranties and covenants representations set forth in Article III, sub-paragraph (d)) hereof) in accordance with the provisions provision hereof, including the lending limitations referenced on Schedule IV attached hereto (as amended from time to time), and Bank hereby accepts appointment as such agent and agent, agrees to so act. The Bank shall have authority to do or cause to be done all acts by and on behalf of each Lender as it shall determine in good faith to be desirable, necessary or appropriate to implement and administer the Loan of securities on behalf of Lenders as contemplated by this Agreement. This Agreement shall be deemed to create a separate agreement between the Bank and each Lender to the same extent as though each such Lender had separately executed an identical agreement. Any reference to Lender in this Agreement shall be deemed to refer solely and exclusively to a particular Lender to which a given lending transaction under this Agreement relates. The rights and obligations of each Lender pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, the rights and obligations of each and every other Lender pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Lender constitute a right, obligation or remedy applicable to any other Lender. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Lender shall not create any right or obligation with respect to any other Lender; (b) neither the Bank nor any Borrower shall have any right to set off any claims of or against a Lender by applying property or rights of any other Lender, or series thereof, and (c) no Lender, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Lender or series thereof. Until such time as a Loan is terminated and the Loaned Securities are returned to a Lender, a Borrower shall have all incidents of ownership of the Loaned Securities, including but not limited to to, the right to transfer the Loaned Securities to others; provided however, that the Borrower will be obligated to such Lender with respect to all Distributions. Each Lender hereby waives any and all voting rights with respect to Loaned Securities and the right to participate in any dividend reinvestment program during the term of any Loan. (b) Each Lender agrees that Bank may, in order to comply with certain statutory special resolution regimes (“SRRs”): (i) amend and/or agree in the relevant Securities Borrowing Agreement, this Agreement, any master repurchase agreement in relation to cash collateral invested into repos (if applicable) and any other agreement entered into by Bank on Lender’s behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on Lender’s behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,1 with respect to the Applicable Agreements; and/or (iii) take any other action on Lender’s behalf that Bank, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR.

Appointment; Separate Agreements. (a) Client hereby appoints Bank as its agent for each Lender to lend Securities in the Account of such Lender to Borrowers from time to time (except Securities which Client has advised Bank in Written Instructions are no longer subject to the representations, warranties and covenants set forth in Article III, sub-paragraph (d)) in accordance with the provisions hereof, including the lending limitations referenced on Schedule IV attached hereto (as amended from time to time), and Bank hereby accepts appointment as such agent and agrees to so act. Bank shall have authority to do or cause to be done all acts by and on behalf of each Lender as it shall determine in good faith to be desirable, necessary or appropriate to implement and administer the Loan of securities on behalf of Lenders Lxxxxxx as contemplated by this Agreement. This Agreement shall be deemed to create a separate agreement between Bank and each Lender to the same extent as though each such Lender had separately executed an identical agreement. Any reference to Lender in this Agreement shall be deemed to refer solely and exclusively to a particular Lender to which a given lending transaction under this Agreement relates. The rights and obligations of each Lender pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, the rights and obligations of each and every other Lender pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Lender constitute a right, obligation or remedy applicable to any other Lender. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Lender shall not create any right or obligation with respect to any other Lender; (b) neither Bank nor any Borrower shall have any right to set off any claims of or against a Lender by applying property or rights of any other Lender, or series thereof, and (c) no Lender, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Lender or series thereof. Until such time as a Loan is terminated and the Loaned Securities are returned to a Lender, a Borrower shall have all incidents of ownership of the Loaned Securities, including but not limited to the right to transfer the Loaned Securities to others; provided however, that the Borrower will be obligated to such Lender with respect to all Distributions. Each Lender hereby waives any and all voting rights with respect to Loaned Securities and the right to participate in any dividend reinvestment program during the term of any Loan. (b) Each Lender Certain jurisdictions have enacted special statutory resolution regimes (“SSRs”) aimed at enhancing the orderly resolution of matters impacting large financial institutions and may provide resolution authorities with various powers, including the ability to stay or override contractual rights, including termination rights based on the insolvency or resolution of the financial institution and the ability to bail-in certain liabilities, including (but not limited to) writing down the value of certain liabilities and/or converting such liabilities into equity. Accordingly, each Lxxxxx agrees that Bank may, in order to comply with certain statutory special resolution regimes (“SRRs”):any SSRs: (i) amend and/or agree in the relevant Securities Borrowing Agreement, this Agreement, any master repurchase agreement in relation to cash collateral invested into repos (if applicable) and any other agreement entered into by Bank on Lender’s behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on Lender’s behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,1 with respect to the Applicable Agreements; and/or (iii) take any other action on LenderLxxxxx’s behalf that Bank, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR. 1 Available at hxxxx://xxx0.xxxx.xxx/xxxxxxxxxx-areas/protocol-management/protocol/24.

Appointment; Separate Agreements. (a) Client hereby appoints Bank as its exclusive agent for each Lender to lend Securities all securities in Xxxxxx’s Account that meet or exceed the Account of such Lender minimum qualifications set forth on Exhibit B hereto, to Borrowers from time to time Borrower (except Securities securities which Client has advised Bank in by Written Instructions Instruction are no longer subject available to the representations, warranties and covenants set forth in Article III, sub-paragraph (d)be lent) in accordance with the provisions hereof, including the lending limitations referenced on Schedule IV attached hereto (as amended from time pursuant to time), and Bank hereby accepts appointment as such agent and agrees to so actthis Agreement. Bank shall have has authority to do or cause to be done all acts by and on behalf of each Lender as it shall determine that Bank determines, in good faith to be desirableits sole discretion, necessary or are appropriate to implement and administer the Loan of securities on behalf of Lenders as contemplated by this AgreementLoans. This Agreement shall be is deemed to create a separate agreement between Bank and each Lender to the same extent as though each such Lender had separately executed an identical agreement. Any reference to Lender in this Agreement shall be deemed to refer solely and exclusively to a particular Lender to which a given lending transaction under this Agreement relatesLender. The rights and obligations of each Lender pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, from the rights and obligations of each and every other Lender pursuant hereto or in connection with any transaction hereunderhereto. Under no circumstances shall the rights, obligations or remedies with respect to a particular Lender constitute a right, obligation or remedy applicable to any other Lender. In particular, and without limiting the generality of the foregoing, the The parties hereto agree that: (a) any event of default regarding one Lender shall not create any right or obligation with respect to any other Lender; (b) neither Bank nor any Borrower shall have any right to set off any claims of or against a Lender by applying property or rights of any other Lender, or series thereof, and (c) no Lender, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Lender or series thereof. Until such time as a Loan is terminated and the Loaned Securities are returned to a Lender, a Borrower shall have all incidents of ownership of the Loaned Securities, including but not limited to the right to transfer the Loaned Securities to others; provided however, that the Borrower will be obligated to such Lender with respect to all Distributions. Each Lender hereby waives any and all voting rights with respect to Loaned Securities and the right to participate in any dividend reinvestment program during the term of any Loan. (b) Each Lender agrees that Bank may, in order to comply with certain statutory special resolution regimes (“SRRs”):) and with prompt notice to each Lender consistent with notice sent by Bank to all lenders in Bank’s agency securities lending program: (i) amend and/or agree in the relevant Securities Borrowing Borrower Agreement, this Agreement, any master repurchase agreement in relation to cash collateral invested into repos (if applicable) and any other agreement entered into by Bank on Lender’s behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on Lender’s behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,1 with respect to the Applicable Agreements; and/or (iii) take any other action on LenderXxxxxx’s behalf that Bank, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR.

Appointment; Separate Agreements. (a) Client hereby appoints Bank as its agent for each Lender to lend Securities in the Account of such Lender to Borrowers from time to time (except Securities which Client has advised Bank in Written Instructions are no longer subject to the representations, warranties and covenants representations set forth in Article III, sub-paragraph (d)) hereof) in accordance with the provisions provision hereof, including the lending limitations referenced on Schedule IV attached hereto (as amended from time to time), and Bank hereby accepts appointment as such agent and agent, agrees to so act. The Bank shall have authority to do or cause to be done all acts by and on behalf of each Lender as it shall determine in good faith to be desirable, necessary or appropriate to implement and administer the Loan of securities on behalf of Lenders as contemplated by this Agreement. This Agreement shall be deemed to create a separate agreement between Bank and the Client on behalf of each Lender to the same extent as though each such Lender the Client had separately executed an identical agreementagreement on behalf of each Lender. Any reference to Lender in this Agreement shall be deemed to refer solely and exclusively to a particular Lender to which a given lending transaction under this Agreement relates. The rights and obligations of each Lender pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, the rights and obligations of each and every other Lender pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Lender constitute a right, obligation or remedy applicable to any other Lender. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Lender shall not create any right or obligation with respect to any other Lender; (b) neither Bank nor any Borrower shall have any right to set off any claims of or against a Lender by applying property or rights of any other Lender, or series thereof, Lender and (c) no Lender, or series thereof, Lender shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Lender or series thereofLender. Until such time as a Loan is terminated and the Loaned Securities are returned to a Lender, a Borrower shall have all incidents of ownership of the Loaned Securities, including but not limited to to, the right to transfer the Loaned Securities to others; provided however, that the Borrower will be obligated to such Lender with respect to all Distributions. Each Lender hereby waives any and all voting rights with respect to Loaned Securities and the right to participate in any dividend reinvestment program during the term of any Loan. (b) Each Lender agrees that Bank may, in order to comply with certain statutory special resolution regimes (“SRRs”): (i) amend and/or agree in the relevant Securities Borrowing Agreement, this Agreement, any master repurchase agreement in relation to cash collateral invested into repos (if applicable) and any other agreement entered into by Bank on Lender’s behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on Lender’s behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,1 with respect to the Applicable Agreements; and/or (iii) take any other action on Lender’s behalf that Bank, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR.

Appointment; Separate Agreements. (a) Client hereby appoints Bank as its agent for each Lender to lend Securities in the Account of such Lender to Borrowers from time to time (except Securities which Client has advised Bank in Written Instructions are no longer subject to the representations, warranties and covenants representations set forth in Article III, sub-paragraph (d)) hereof) in accordance with the provisions provision hereof, including the lending limitations referenced on Schedule IV attached hereto (as amended from time to time), and Bank hereby accepts appointment as such agent and agent, agrees to so act. The Bank shall have authority to do or cause to be done all acts by and on behalf of each Lender as it shall determine in good faith to be desirable, necessary or appropriate to implement and administer the Loan of securities on behalf of Lenders as contemplated by this Agreement. This Agreement shall be deemed to create a separate agreement between Bank and each Lender to the same extent as though each such Lender had separately executed an identical agreement. Any reference to Lender in this Agreement shall be deemed to refer solely and exclusively to a particular Lender to which a given lending transaction under this Agreement relates. The rights and obligations of each Lender pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, the rights and obligations of each and every other Lender pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Lender constitute a right, obligation or remedy applicable to any other Lender. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Lender shall not create any right or obligation with respect to any other Lender; (b) neither Bank nor any Borrower shall have any right to set off any claims of or against a Lender by applying property or rights of any other Lender, or series thereof, and (c) no Lender, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Lender or series thereof. Client shall instruct the Custodian to provide the Bank with such periodic statements of the Account, including details of the contents thereof, as Bank may reasonably request from time to time, and Bank may rely on such information without further inquiry or review. The obligation of Bank to perform the services required by this Agreement shall be subject to the Custodian’s agreement to, and establishment of, such operational procedures and undertakings as may, in the reasonable judgment of Bank, be necessary or appropriate to facilitate and support the Loan of Securities and related services hereby contemplated. Until such time as a Loan is terminated and the Loaned Securities are returned to a Lender, a Borrower shall have all incidents of ownership of the Loaned Securities, including but not limited to to, the right to transfer the Loaned Securities to others; provided however, that the Borrower will be obligated to such Lender with respect to all Distributions. Each Lender hereby waives any and all voting rights with respect to Loaned Securities and the right to participate in any dividend reinvestment program during the term of any Loan. (b) Each Lender agrees that Bank may, in order to comply with certain statutory special resolution regimes (“SRRs”): (i) amend and/or agree in the relevant Securities Borrowing Agreement, this Agreement, any master repurchase agreement in relation to cash collateral invested into repos (if applicable) and any other agreement entered into by Bank on Lender’s behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on Lender’s behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,1 with respect to the Applicable Agreements; and/or (iii) take any other action on Lender’s behalf that Bank, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR.

Appointment; Separate Agreements. (a) Client hereby appoints Bank as its agent for each Lender to lend Securities in the Account of such Lender to Borrowers from time to time (except Securities which Client has advised Bank in Written Instructions are no longer subject to the representations, warranties and covenants representations set forth in Article III, sub-paragraph (d)) hereof) in accordance with the provisions hereof, including the lending limitations referenced on Schedule IV attached hereto (as amended from time to time), and Bank hereby accepts appointment as such agent and agent, agrees to so act. The Bank shall have authority to do or cause to be done all acts by and on behalf of each Lender as it shall determine in good faith to be desirable, necessary or appropriate to implement and administer the Loan of securities on behalf of Lenders as contemplated by in a manner consistent with this Agreement. This Agreement shall be deemed to create a separate agreement between Bank and each Lender to the same extent as though each such Lender had separately executed an identical agreement. Any reference to Lender in this Agreement shall be deemed to refer solely and exclusively to a particular Lender to which a given lending transaction under this Agreement relates. The rights and obligations of each Lender pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, the rights and obligations of each and every other Lender pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Lender constitute a right, obligation or remedy applicable to any other Lender. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Lender shall not create any right or obligation with respect to any other Lender; (b) neither Bank nor any Borrower shall have any right to set off any claims of or against a Lender by applying property or rights of any other Lender, or series thereofof the Client, and (c) no Lender, or series thereofof the Client, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Lender or series thereof. Client shall instruct the Custodian to provide the Bank with such periodic statements of the Account, including details of the contents thereof, as Bank may reasonably request from time to time, and Bank may rely on such information without further inquiry or review. The obligation of Bank to perform the services required by this Agreement shall be subject to the Custodian's agreement to, and establishment of, such operational procedures and undertakings as may, in the reasonable judgment of Bank, be necessary or appropriate to facilitate and support the Loan of Securities and related services hereby contemplated. Until such time as a Loan is terminated and the Loaned Securities are returned to a Lender, a Borrower shall have all incidents of ownership of the Loaned Securities, including but not limited to to, the right to transfer the Loaned Securities to others; provided however, that the Borrower will be obligated to such Lender with respect to all Distributions. Each Lender hereby waives any and all voting rights with respect to Loaned Securities and the right to participate in any dividend reinvestment program during the term of any Loan. (b) Each Lender agrees that Bank may, in order to comply with certain statutory special resolution regimes (“SRRs”): (i) amend and/or agree in the relevant Securities Borrowing Agreement, this Agreement, any master repurchase agreement in relation to cash collateral invested into repos (if applicable) and any other agreement entered into by Bank on Lender’s behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on Lender’s behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,1 with respect to the Applicable Agreements; and/or (iii) take any other action on Lender’s behalf that Bank, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR.

Appointment; Separate Agreements. (a) Client hereby appoints Bank as its agent for each Lender to lend Securities in the Account of such Lender to Borrowers from time to time (except Securities which Client has advised Bank in Written Instructions are no longer subject to the representations, warranties and covenants set forth in Article III, sub-paragraph (d)) in accordance with the provisions hereof, including the lending limitations referenced on Schedule IV attached hereto (as amended from time to time), and Bank hereby accepts appointment as such agent and agrees to so act. Bank shall have authority to do or cause to be done all acts by and on behalf of each Lender as it shall determine in good faith to be desirable, necessary or appropriate to implement and administer the Loan of securities on behalf of Lenders as contemplated by this Agreement. This Agreement shall be deemed to create a separate agreement between Bank and each Lender to the same extent as though each such Lender had separately executed an identical agreement. Any reference to Lender in this Agreement shall be deemed to refer solely and exclusively to a particular Lender to which a given lending transaction under this Agreement relates. The rights and obligations of each Lender pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, the rights and obligations of each and every other Lender pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Lender constitute a right, obligation or remedy applicable to any other Lender. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Lender shall not create any right or obligation with respect to any other Lender; (b) neither Bank nor any Borrower shall have any right to set off any claims of or against a Lender by applying property or rights of any other Lender, or series thereof, and (c) no Lender, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Lender or series thereof. Until such time as a Loan is terminated and the Loaned Securities are returned to a Lender, a Borrower shall have all incidents of ownership of the Loaned Securities, including but not limited to the right to transfer the Loaned Securities to others; provided however, that the Borrower will be obligated to such Lender with respect to all Distributions. Each Lender hereby waives any and all voting rights with respect to Loaned Securities and the right to participate in any dividend reinvestment program during the term of any Loan. (b) Each Certain foreign jurisdictions have enacted special statutory resolution regime (“SSRs”) aimed at enhancing the orderly resolution of matters impacting large financial institutions and may provide resolution authorities with various powers, including the ability to stay or override contractual rights, including termination rights based on the insolvency or resolution of the financial institution and the ability to bail-in certain liabilities, including writing down the value of certain liabilities and/or converting such liabilities into equity (“Resolution Powers”). Accordingly, each Lender agrees that Bank may, in order to comply with certain statutory special resolution regimes (“SRRs”):any SSRs: (i) amend and/or agree in the relevant Securities Borrowing Agreement, this Agreement, any master repurchase agreement in relation to cash collateral invested into repos (if applicable) and any other agreement entered into by Bank on Lender’s behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on Lender’s behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,1 with respect to the Applicable Agreements; and/or (iii) take any other action on Lender’s behalf that Bank, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR.

Appointment; Separate Agreements. (a) Client hereby appoints Bank as its agent for each Lender to lend Securities in the Account of such Lender to Borrowers from time to time (except Securities which Client has advised Bank in Written Instructions are no longer subject to the representations, warranties and covenants representations set forth in Article III, sub-paragraph (d)) hereof) in accordance with the provisions provision hereof, including the lending limitations referenced on Schedule IV attached hereto (as amended from time to time), and Bank hereby accepts appointment as such agent and agent, agrees to so act. The Bank shall have authority to do or cause to be done all acts by and on behalf of each Lender as it shall determine in good faith to be desirable, necessary or appropriate to implement and administer the Loan of securities on behalf of Lenders as contemplated by this Agreement. This Agreement shall be deemed to create a separate agreement between the Bank and each Lender to the same extent as though each such Lender had separately executed an identical agreement. Any reference to Lender in this Agreement shall be deemed to refer solely and exclusively to a particular Lender to which a given lending transaction under this Agreement relates. The rights and obligations of each Lender pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, the rights and obligations of each and every other Lender pursuant hereto or in connection with any transaction hereunder. Under no circumstances shall the rights, obligations or remedies with respect to a particular Lender constitute a right, obligation or remedy applicable to any other Lender. In particular, and without limiting the generality of the foregoing, the parties hereto agree that: (a) any event of default regarding one Lender shall not create any right or obligation with respect to any other Lender; (b) neither the Bank nor any Borrower shall have any right to set off any claims of or against a Lender by applying property or rights of any other Lender, or series thereof, and (c) no Lender, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Lender or series thereof. Until such time as a Loan is terminated and the Loaned Securities are returned to a Lender, a Borrower shall have all incidents of ownership of the Loaned Securities, including but not limited to to, the right to transfer the Loaned Securities to others; provided however, that the Borrower will be obligated to such Lender with respect to all Distributions. Each Lender hereby waives any and all voting rights with respect to Loaned Securities and the right to participate in any dividend reinvestment program during the term of any Loan. (b) Each Lender agrees that Bank may, in order to comply with certain statutory special resolution regimes (“SRRs”): (i) amend and/or agree in the relevant Securities Borrowing Agreement, this Agreement, any master repurchase agreement in relation to cash collateral invested into repos (if applicable) and any other agreement entered into by Bank on Lender’s behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on Lender’s behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,1 with respect to the Applicable Agreements; and/or (iii) take any other action on Lender’s behalf that Bank, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR.

Appointment; Separate Agreements. (a) Client hereby appoints Bank as its exclusive agent for each Lender to lend Securities all securities in Xxxxxx’s Account that meet or exceed the Account of such Lender minimum qualifications set forth on Exhibit B hereto, to Borrowers from time to time Borrower (except Securities securities which Client has advised Bank in by Written Instructions Instruction are no longer subject available to the representations, warranties and covenants set forth in Article III, sub-paragraph (d)be lent) in accordance with the provisions hereof, including the lending limitations referenced on Schedule IV attached hereto (as amended from time pursuant to time), and Bank hereby accepts appointment as such agent and agrees to so actthis Agreement. Bank shall have has authority to do or cause to be done all acts by and on behalf of each Lender as it shall determine that Bank determines, in good faith to be desirableits sole discretion, necessary or are appropriate to implement and administer the Loan of securities on behalf of Lenders as contemplated by this AgreementLoans. This Agreement shall be is deemed to create a separate agreement between Bank and each Lender to the same extent as though each such Lender had separately executed an identical agreement. Any reference to Lender in this Agreement shall be deemed to refer solely and exclusively to a particular Lender to which a given lending transaction under this Agreement relatesLender. The rights and obligations of each Lender pursuant hereto or in connection with any transaction hereunder, are independent of, and separate and distinct from, from the rights and obligations of each and every other Lender pursuant hereto or in connection with any transaction hereunderhereto. Under no circumstances shall the rights, obligations or remedies with respect to a particular Lender constitute a right, obligation or remedy applicable to any other Lender. In particular, and without limiting the generality of the foregoing, the The parties hereto agree that: (a) any event of default regarding one Lender shall not create any right or obligation with respect to any other Lender; (b) neither Bank nor any Borrower shall have any right to set off any claims of or against a Lender by applying property or rights of any other Lender, or series thereof, and (c) no Lender, or series thereof, shall have claims to, or the right to set off against, assets or property held by a Borrower on account of any other Lender or series thereof. Until such time as a Loan is terminated and the Loaned Securities are returned to a Lender, a Borrower shall have all incidents of ownership of the Loaned Securities, including but not limited to the right to transfer the Loaned Securities to others; provided however, that the Borrower will be obligated to such Lender with respect to all Distributions. Each Lender hereby waives any and all voting rights with respect to Loaned Securities and the right to participate in any dividend reinvestment program during the term of any Loan. (b) Each Lender agrees that Bank may, in order to comply with certain statutory special resolution regimes (“SRRs”):) and with prompt notice to each Lender consistent with notice sent by Bank to all lenders in Bank’s agency securities lending program: (i) amend and/or agree in the relevant Securities Borrowing Borrower Agreement, this Agreement, any master repurchase agreement in relation to cash collateral invested into repos (if applicable) and any other agreement entered into by Bank on Lender’s behalf pursuant to this Agreement (the “Applicable Agreements”) to contractually acknowledge and agree to stays, overrides of default rights, early termination rights and potential bail-in of liabilities under the applicable SRR; (ii) adhere to any protocols published by the International Swaps and Derivatives Association, Inc. on LenderXxxxxx’s behalf, including the ISDA Resolution Stay Jurisdictional Modular Protocol and any Jurisdictional Modules thereto,1 with respect to the Applicable Agreements; and/or (iii) take any other action on LenderXxxxxx’s behalf that Bank, in its sole discretion, deems to be necessary to comply with the regulations promulgated with respect to any SRR.