Common use of Borrower’s Remedies Clause in Contracts

Borrower’s Remedies. In the event of any Default involving Lender or an Account under Section 11 hereof, Borrower shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Lender) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on the day of the Default and to retain (or be deemed to have realized) the proceeds of such sale. In such event, Borrower may treat the Loaned Securities as its own and Lender’s obligation to return the Collateral consisting of cash or securities shall terminate. In the event the sales price received (or deemed to have been received) from such securities is less than the market value of the Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder), together with interest on all such amounts, in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, broker’s fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all the Account’s obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender an amount equal to the net proceeds from the sale (or deemed sale) of the Loaned Securities as reduced by all other amounts due to Borrower.

Borrower’s Remedies. In the event of any Default involving Lender or an Account under Section 11 hereof, Borrower shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Lender) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on the day of the Default and to retain (or be deemed to have realized) the proceeds of such sale. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return the Collateral consisting of cash or securities shall terminate. In the event the sales price received (or deemed to have been received) from such securities is less than the market value of the Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder), together with interest on all such amounts, in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s 's obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all the Account’s 's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender an amount equal to the net proceeds from the sale (or deemed sale) of the Loaned Securities as reduced by all other amounts due to Borrower.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral, if any, pledged at the time to Lender ("REPLACEMENT COLLATERAL") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral, (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower by Lender under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, in the case of Collateral consisting of Foreign Securities, amounts at a per annum rate equal to LIBOR plus 2%, and in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day cost to dayBorrower to borrow the funding necessary for its payment of such purchase price, from the date of such sale until the date of payment of such deficiencydeficiency by Lender. Borrower The purchase price of any Replacement Collateral purchased under this Section 13 shall haveinclude, as security for the Account’s obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies including, without limitation, reasonable legal fees and expensesobtained from a generally recognized source or the most recent closing bid quotation from such a source. Upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In If at any time any Lender Default (as such term is hereinafter defined) shall have occurred and be continuing with respect to any Account, the event Borrower may, by oral notice to the Trustee, declare all outstanding Loans made by such Account (the “Defaulted Loans”) to be terminated and to be immediately due, whereupon the same shall terminate and become immediately due without any further notice or other action on the part of the Borrower, and the Trustee shall immediately deliver all Collateral for such Defaulted Loans to the Borrower in accordance with subparagraph 9(c) hereof against receipt of the Loaned Securities which are the subject of such Defaulted Loans; provided, however, that upon the occurrence of any Lender Default involving referred to in clause (iv) of the definition of Lender Default below with respect to any Account all outstanding Loans made by such Account shall automatically terminate and become immediately due, without any notice or an Account under Section 11 hereofother action on the part of the Borrower, and the Trustee shall immediately deliver all Collateral for such Defaulted Loans to the Borrower in accordance with subparagraph 9(c) after tender to the Trustee of the Loaned Securities which are the subject of such Defaulted Loans. If the Trustee shall fail to deliver any such Collateral to the Borrower in accordance with this subparagraph 10(e) after tender to the Trustee of the Loaned Securities which are the subject of the Loan secured by such Collateral, the Borrower shall have the right, in addition to any other remedies provided herein which may be available at law or under applicable law in equity, after oral notice (without further notice to Lenderconfirmed in writing) to the Trustee, to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on manner, the day Loaned Securities then held by it which are the subject of the Default Loan secured by such Collateral, for the account of the Account which made such Loan, and to retain (or be deemed to have realized) apply the proceeds of such sale in accordance with this subparagraph 10(e). Upon receipt by the Trustee of any such notice of sale. In such event, Borrower may treat the Loaned Securities as its own and LenderTrustee’s obligation to return any Pledged Cash or Approved Securities allocated to the Collateral consisting of cash or securities Loan with respect to which such notice was given which have not theretofore been returned to the Borrower shall terminate. In terminate for all purposes and the event the sales price received (or deemed to have been received) from such securities is less than the market value Trustee shall thereafter be obligated, on behalf of the Collateral consisting of cash or securities on Account, to the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder), together with interest on all respect to such amountsLoan, in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%for, and in the case of Collateral consisting of any other securities (or other amounts due, if any, hereby agrees to Borrower hereunder), at a per annum rate equal pay to the Fed Funds Rate plus 2%Borrower, as it fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, broker’s fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all the Account’s obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender an amount equal to such Pledged Cash and the net Market Value (including for this purpose accrued interest to the date of the relevant Lender Default) of such Approved Securities, determined as of the date of the relevant Lender Default. The proceeds of any sale of Loaned Securities under this subparagraph 10(e) shall be automatically applied to the payment of any and all amounts due to the Borrower hereunder from the Account which loaned such Loaned Securities to the Borrower, including without limitation amounts due to the Borrower in accordance with this subparagraph 10(e). Except as otherwise provided in this subparagraph 10(e), if a Lender Default has occurred with respect to any Account and the Loans made by such Account have been terminated pursuant to this subparagraph 10(e), the Borrower shall not be obligated to (i) return any Loaned Securities which are the subject of any Defaulted Loan made by such Account, or the proceeds of any sale thereof, or (ii) pay or deemed saledeliver to the Trustee pursuant to subparagraph 5(b) of hereof any interest, dividends or other distributions with respect to the Loaned Securities as reduced which are the subject of any Defaulted Loan made by such Account until all other amounts due to Borrower.of the obligations hereunder of such Account have been satisfied; provided, however, that upon satisfaction of all obligations of such Account hereunder any and all such Loaned

Borrower’s Remedies. In If at any time any Lender Default (as such term is hereinafter defined) shall have occurred and be continuing with respect to any Account, the event Borrower may, by oral notice to the Trustee, declare all outstanding Loans made by such Account (the "Defaulted Loans") to be terminated and to be immediately due, whereupon the same shall terminate and become immediately due without any further notice or other action on the part of the Borrower, and the Trustee shall immediately deliver all Collateral for such Defaulted Loans to the Borrower in accordance with subparagraph 9(c) hereof against receipt of the Loaned Securities which are the subject of such Defaulted Loans; provided, however, that upon the occurrence of any Lender Default involving referred to in clause (iv) of the definition of Lender Default below with respect to any Account all outstanding Loans made by such Account shall automatically terminate and become immediately due, without any notice or an Account under Section 11 hereofother action on the part of the Borrower, and the Trustee shall immediately deliver all Collateral for such Defaulted Loans to the Borrower in accordance with subparagraph 9(c) after tender to the Trustee of the Loaned Securities which are the subject of such Defaulted Loans. If the Trustee shall fail to deliver any such Collateral to the Borrower in accordance with this subparagraph 10(e) after tender to the Trustee of the Loaned Securities which are the subject of the Loan secured by such Collateral, the Borrower shall have the right, in addition to any other remedies provided herein which may be available at law or under applicable law in equity, after oral notice (without further notice to Lenderconfirmed in writing) to the Trustee, to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on manner, the day Loaned Securities then held by it which are the subject of the Default Loan secured by such Collateral, for the account of the Account which made such Loan, and to retain (or be deemed to have realized) apply the proceeds of such sale in accordance with this subparagraph 10(e). Upon receipt by the Trustee of any such notice of sale. In such event, Borrower may treat the Loaned Securities as its own and Lender’s Trustee's obligation to return any Pledged Cash or Approved Securities allocated to the Collateral consisting of cash or securities Loan with respect to which such notice was given which have not theretofore been returned to the Borrower shall terminate. In terminate for all purposes and the event the sales price received (or deemed to have been received) from such securities is less than the market value Trustee shall thereafter be obligated, on behalf of the Collateral consisting of cash or securities on Account, to the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder), together with interest on all respect to such amountsLoan, in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%for, and in the case of Collateral consisting of any other securities (or other amounts due, if any, hereby agrees to Borrower hereunder), at a per annum rate equal pay to the Fed Funds Rate plus 2%Borrower, as it fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, broker’s fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all the Account’s obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender an amount equal to such Pledged Cash and the net Market Value (including for this purpose accrued interest to the date of the relevant Lender Default) of such Approved Securities, determined as of the date of the relevant Lender Default. The proceeds of any sale of Loaned Securities under this subparagraph 10(e) shall be automatically applied to the payment of any and all amounts due to the Borrower hereunder from the Account which loaned such Loaned Securities to the Borrower, including without limitation amounts due to the Borrower in accordance with this subparagraph 10(e). Except as otherwise provided in this subparagraph 10(e), if a Lender Default has occurred with respect to any Account and the Loans made by such Account have been terminated pursuant to this subparagraph 10(e), the Borrower shall not be obligated to (i) return any Loaned Securities which are the subject of any Defaulted Loan made by such Account, or the proceeds of any sale thereof, or (ii) pay or deemed saledeliver to the Trustee pursuant to subparagraph 5(b) of hereof any interest, dividends or other distributions with respect to the Loaned Securities as reduced which are the subject of any Defaulted Loan made by such Account until all other amounts due to Borrower.of the obligations hereunder of such Account have been satisfied; provided, however, that upon satisfaction of all obligations of such Account hereunder any and all such Loaned

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrower.and the proceeds thereof. 10 - May 1993 - Master Securities Loan Agreement

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%, or (C) such other rate as it may be specified in Schedule B in each case as such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In If at any time any Lender Default (as such term is hereinafter defined) shall have occurred and be continuing with respect to any Account, the event Borrower may, by oral notice to the Trustee, declare all outstanding Loans made by such Account (the “Defaulted Loans”) to be terminated and to be immediately due, whereupon the same shall terminate and become immediately due without any further notice or other action on the part of the Borrower, and the Trustee shall immediately deliver all Collateral for such Defaulted Loans to the Borrower in accordance with subparagraph 9(c) hereof against receipt of the Loaned Securities which are the subject of such Defaulted Loans; provided, however, that upon the occurrence of any Lender Default involving referred to in clause (iv) of the definition of Lender Default below with respect to any Account all outstanding Loans made by such Account shall automatically terminate and become immediately due, without any notice or an Account under Section 11 hereofother action on the part of the Borrower, and the Trustee shall immediately deliver all Collateral for such Defaulted Loans to the Borrower in accordance with subparagraph 9(c) after tender to the Trustee of the Loaned Securities which are the subject of such Defaulted Loans. If the Trustee shall fail to deliver any such Collateral to the Borrower in accordance with this subparagraph 10(e) after tender to the Trustee of the Loaned Securities which are the subject of the Loan secured by such Collateral, the Borrower shall have the right, in addition to any other remedies provided herein which may be available at law or under applicable law in equity, after oral notice (without further notice to Lenderconfirmed in writing) to the Trustee, to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on manner, the day Loaned Securities then held by it which are the subject of the Default Loan secured by such Collateral, for the account of the Account which made such Loan, and to retain (or be deemed to have realized) apply the proceeds of such sale in accordance with this subparagraph 10(e). Upon receipt by the Trustee of any such notice of sale. In such event, Borrower may treat the Loaned Securities as its own and LenderTrustee’s obligation to return any Pledged Cash or Approved Securities allocated to the Collateral consisting of cash or securities Loan with respect to which such notice was given which have not theretofore been returned to the Borrower shall terminate. In terminate for all purposes and the event the sales price received (or deemed to have been received) from such securities is less than the market value Trustee shall thereafter be obligated, on behalf of the Collateral consisting of cash or securities on Account, to the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder), together with interest on all respect to such amountsLoan, in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%for, and in the case of Collateral consisting of any other securities (or other amounts due, if any, hereby agrees to Borrower hereunder), at a per annum rate equal pay to the Fed Funds Rate plus 2%Borrower, as it fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, broker’s fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all the Account’s obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender an amount equal to such Pledged Cash and the net Market Value (including for this purpose accrued interest to the date of the relevant Lender Default) of such Approved Securities, determined as of the date of the relevant Lender Default. The proceeds of any sale of Loaned Securities under this subparagraph 10(e) shall be automatically applied to the payment of any and all amounts due to the Borrower hereunder from the Account which loaned such Loaned Securities to the Borrower, including without limitation amounts due to the Borrower in accordance with this subparagraph 10(e). Except as otherwise provided in this subparagraph 10(e), if a Lender Default has occurred with respect to any Account and the Loans made by such Account have been terminated pursuant to this subparagraph 10(e), the Borrower shall not be obligated to (i) return any Loaned Securities which are the subject of any Defaulted Loan made by such Account, or the proceeds of any sale thereof, or (ii) pay or deemed saledeliver to the Trustee pursuant to subparagraph 5(b) of hereof any interest, dividends or other distributions with respect to the Loaned Securities as reduced which are the subject of any Defaulted Loan made by such Account until all other amounts due to Borrower.of the obligations hereunder of such Account have been satisfied; provided, however, that upon satisfaction of all obligations of such Account hereunder any and all such Loaned Table of Contents

Borrower’s Remedies. In If at any time any Lender Default (as such term is hereinafter defined) shall have occurred and be continuing with respect to any Approved Account, Borrower may, by oral notice to Trustee, declare all outstanding Loans made by such Approved Account (the event “Defaulted Loans”) to be terminated and to be immediately due, whereupon the same shall terminate and become immediately due without any further notice or other action on the part of Borrower, and Trustee shall immediately deliver all Collateral for such Defaulted Loans to Borrower in accordance with subparagraph 9(c) hereof against receipt of the Loaned Securities which are the subject of such Defaulted Loans; provided, however, that upon the occurrence of any Lender Default involving referred to in clause (iv) of the definition of Lender Default below with respect to any Approved Account all outstanding Loans made by such Approved Account shall automatically terminate and become immediately due, without any notice or an Account under Section 11 hereofother action on the part of Borrower, and Trustee shall immediately deliver all Collateral for such Defaulted Loans to Borrower in accordance with subparagraph 9(c) after tender to Trustee of the Loaned Securities which are the subject of such Defaulted Loans. If Trustee shall fail to deliver any such Collateral to Borrower in accordance with this subparagraph 10(e) after tender to Trustee of the Loaned Securities which are the subject of the Loan secured by such Collateral, Borrower shall have the right, in addition to any other remedies provided herein which may be available at law or under applicable law in equity, after oral notice (without further notice to Lenderconfirmed in writing) to Trustee, to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on manner, the day Loaned Securities then held by it which are the subject of the Default Loan secured by such Collateral, for the account of the Approved Account which made such Loan, and to retain (or be deemed to have realized) apply the proceeds of such sale in accordance with this subparagraph 10(e). Upon receipt by Trustee of any such notice of sale. In such event, Borrower may treat the Loaned Securities as its own and LenderTrustee’s obligation to return any Pledged Cash or Approved Securities allocated to the Collateral consisting of cash or securities Loan with respect to which such notice was given which have not theretofore been returned to Borrower shall terminate. In the event the sales price received (or deemed to have been received) from such securities is less than the market value terminate for all purposes and Trustee shall thereafter be obligated, on behalf of the Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder), together with interest on all such amounts, in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of Collateral consisting of any other securities (or other amounts due, if anyApproved Account, to Borrower hereunder), at a per annum rate equal with respect to the Fed Funds Rate plus 2%such Loan, as it fluctuates from day to dayfor, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation and hereby agrees to pay such deficiencyto Borrower, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, broker’s fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all the Account’s obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender an amount equal to such Pledged Cash and the net Market Value (including for this purpose accrued interest to the date of the relevant Lender Default) of such Approved Securities, determined as of the date of the relevant Lender Default. The proceeds of any sale of Loaned Securities under this subparagraph 10(e) shall be automatically applied to the payment of any and all amounts due to Borrower hereunder from the Approved Account which loaned such Loaned Securities to Borrower, including without limitation amounts due to Borrower in accordance with this subparagraph 10(e). Except as otherwise provided in this subparagraph 10(e), if a Lender Default has occurred with respect to any Approved Account and the Loans made by such Approved Account have been terminated pursuant to this subparagraph 10(e), Borrower shall not be obligated to (i) return any Loaned Securities which are the subject of any Defaulted Loan made by such Approved Account, or the proceeds of any sale thereof, or (ii) pay or deemed saledeliver to Trustee pursuant to subparagraph 5(b) of hereof any interest, dividends or other distributions with respect to the Loaned Securities as reduced which are the subject of any Defaulted Loan made by such Approved Account until all of the obligations hereunder of such Approved Account have been satisfied; provided, however, that upon satisfaction of all obligations of such Approved Account hereunder any and all such Loaned Securities, proceeds, interest, dividends and other amounts due to Borrower.distributions which

Borrower’s Remedies. In If at any time any Lender Default (as such term is hereinafter defined) shall have occurred and be continuing with respect to any Account, the event Borrower may, by oral notice to the Trustee, declare all outstanding Loans made by such Account (the "Defaulted Loans") to be terminated and to be immediately due, whereupon the same shall terminate and become immediately due without any further notice or other action on the part of the Borrower, and the Trustee shall immediately deliver all Collateral for such Defaulted Loans to the Borrower in accordance with subparagraph 9(c) hereof against receipt of the Loaned Securities which are the subject of such Defaulted Loans; provided, however, that upon the occurrence of any Lender Default involving referred to in clause (iv) of the definition of Lender Default below with respect to any Account all outstanding Loans made by such Account shall automatically terminate and become immediately due, without any notice or an Account under Section 11 hereofother action on the part of the Borrower, and the Trustee shall immediately deliver all Collateral for such Defaulted Loans to the Borrower in accordance with subparagraph 9(c) after tender to the Trustee of the Loaned Securities which are the subject of such Defaulted Loans. If the Trustee shall fail to deliver any such Collateral to the Borrower in accordance with this sub- paragraph 10(e) after tender to the Trustee of the Loaned Securities which are the subject of the Loan secured by such Collateral, the Borrower shall have the right, in addition to any other remedies provided herein which may be available at law or under applicable law in equity, after oral notice (without further notice to Lenderconfirmed in writing) to the Trustee, to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on manner, the day Loaned Securities then held by it which are the subject of the Default Loan secured by such Collateral, for the account of the Account which made such Loan, and to retain (or be deemed to have realized) apply the proceeds of such sale in accordance with this subparagraph 10(e). Upon receipt by the Trustee of any such notice of sale, the Trustee's obligation to return any Pledged Cash or Approved Securities allocated to the Loan with respect to which such notice was given which have not theretofore been returned to the Borrower shall terminate for all purposes and the Trustee shall thereafter be obligated, on behalf of the Account, to the Borrower hereunder, with respect to such Loan, for, and hereby agrees to pay to the Borrower, an amount equal to such Pledged Cash and the Market Value (including for this purpose accrued interest to the date of the relevant Lender Default) of such Approved Securities, determined as of the date of the relevant Lender Default. In The proceeds of any sale of Loan Securities under this subparagraph 10(e) shall be automatically applied to the payment of any and all amounts due to the Borrower hereunder from the Account which loaned such eventLoaned Securities to the Borrower, including without limitation amounts due to the Borrower may treat in accordance with this subparagraph 10(e). Except as otherwise provided in this subparagraph 10(e), if a Lender Default has occurred with respect to any Account and the Loans made by such Account have been terminated pursuant to this subparagraph 10(e), the Borrower shall not be obligated to (i) return any Loaned Securities which are the subject of any Defaulted Loan made by such Account, or the proceeds of any sale thereof, or (ii) pay or deliver to the Trustee pursuant to subparagraph 5(b) hereof any interest, dividends or other distributions with respect to the Loaned Securities as its own and Lender’s obligation to return which are the Collateral consisting subject of cash or securities shall terminate. In the event the sales price received (or deemed to have been received) from any Defaulted Loan made by such securities is less than the market value Account until all of the Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder), together with interest on all such amounts, in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect obligations hereunder of such Account arising hereunder. In calculating this deficiencyhave been satisfied; provided, there shall be deducted from the proceeds however, that upon satisfaction of the securities sold under this Section 13, broker’s fees and commissions all obligations of such Account hereunder any and all such Loaned Securities, proceeds, interest, dividends and other reasonable costs, fees and expenses related (or deemed related) distributions which have not been applied to such sale or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all the Account’s such obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lenderthe Trustee for the account of such Account. Where As used herein, the term "Lender Default" shall mean, with respect to any Account, any one or more of the following events: (i) a failure by such Account to deliver any Pledged Cash or Approved Securities to the Borrower in accordance with subparagraph 9(c) hereof; (ii) a failure by such Account to deliver any Collateral consists to the Borrower in accordance with subparagraph 6(b) hereof; (iii) a failure by such Account to pay or deliver to the Borrower any interest payment or other distribution on any Approved Securities held as Collateral in accordance with subparagraph 4(c) hereof and the continuance of such default for a period of one Business Day after written notice thereof has been given to the Trustee by the Borrower; (iv) such Account, if such Account is not an employee benefit plan subject to ERISA, shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a petition in bankruptcy or shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall seek, consent to or acquiesce in the appointment of any liquidator (or similar official) of itself or of any material part of its properties, or any petition, not dismissed within 30 calendar days, shall be filed against such Account (other than by the Borrower) in any court or before any agency alleging the bankruptcy or insolvency of such Account or seeking any reorganization, arrangement, composition, readjustment of debts, liquidation, dissolution or similar relief with respect to such Account under any present or future statute, law or regulation, or the appointment of a letter liquidator of creditall or any material part of such Account's property, Lenderor, upon if such Account is an employee benefit plan subject to ERISA, the exercise Pension Benefit Guaranty Corporation, or deemed exercise by Borrower any successor thereof, shall institute proceedings to terminate such plan under section 4042 of ERISA; or (v) such Account, if such Account is not an employee benefit plan subject to ERISA, shall have any license, charter or other authorization necessary to conduct a material portion of its termination rights business withdrawn, suspended or revoked by any applicable federal or state government or agency thereof, or, if such Account is an employee benefit subject to ERISA, a final determination shall be rendered that such plan no longer is exempt from tax under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender an amount equal to the net proceeds from the sale (or deemed sale501(a) of the Loaned Securities Internal Revenue Code of 1986, as reduced by all other amounts due to Borroweramended.

Borrower’s Remedies. In the event that the Lender fails to return to the Borrower the Collateral as required by Section 4(a), or in the event of any Default involving default by Lender or an Account under Section 11 hereof4(b) of this Agreement, the Borrower shall shall, upon notice to the Lender, have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Lender) law, to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on the day of the Default and to retain (or be deemed to have realized) the proceeds of such sale. In such event, the Borrower may treat the Loaned Securities as its own and the Lender’s obligation to return the Collateral consisting of cash or securities shall terminate. In the event the sales sale price received (or deemed to have been received) from such securities is less than the market value of the Collateral consisting of cash or securities on the date of sale (or deemed sale)Collateral, the Account which defaulted on the Loan Lender shall be liable to the Borrower for the amount of any deficiency (plus all amounts, if any, due to the Borrower hereunder), together with interest thereon at the lesser of (i) the prime rate as quoted in The Wall Street Journal (New York Edition) for the business day preceding the date on all which such amounts, in determination is made or (ii) the case of Collateral consisting of Foreign Securities, at a per annum highest rate equal to LIBOR plus 2%, and in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to daypermissible under applicable usury law, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 136, broker’s fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale or exercise of remedies including, without limitation, reasonable legal fees and expensessale. Upon the satisfaction of all of the AccountLender’s obligations hereunder, any remaining Loaned Securities (Securities, or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender in an amount equal to the net proceeds from the sale (or deemed sale) value of the Loaned Securities as reduced by all other Collateral on the termination date minus amounts due which the Borrower has received pursuant to Borrowerthis Section 6, shall be returned to the Lender.

Borrower’s Remedies. In the event of any Default involving Lender or an Account under Section 11 1 1 hereof, Borrower shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Lender) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on the day of the Default and to retain (or be deemed to have realizedreal ized) the proceeds of such sale. In such event, Borrower may treat the Loaned Securities as its own and Lender’s obligation to return the Collateral consisting of cash or securities shall terminate. In the event the sales price received (or deemed to have been received) from such securities is less than the market value of the Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder), together with interest on all such amounts, in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus pl us 2%, and in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Funds J-lunds Rate plus 2%, as it fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, broker’s fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all the Account’s obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereofthereat) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 111 1, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender an amount equal to the net proceeds from the sale (or deemed sale) of the Loaned Securities as reduced by all other amounts due to Borrower.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market far such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 1 1. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (c) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of at payment of at such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13, any sale of Loaned Securities shall be determined after deduction of broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion at the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, . any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) thereof shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral, (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or exercise a portion of remedies includingthe Replacement Collateral or selling all or a portion of the Loaned Securities, without limitationto be deemed to have made, reasonable legal fees and expenses. Upon the satisfaction respectively, such purchase of all the Account’s obligations hereunder, any remaining Replacement Collateral or sale of Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender for an amount equal to the net proceeds price therefor on the date of such exercise obtained from a generally recognized source or the sale (or deemed sale) most recent closing bid quotation from such a source. Subject to Section 19, upon the satisfaction of the Loaned Securities as reduced by all other amounts due to Borrower.Lender's

Borrower’s Remedies. In If at any time any Lender Default (as such term is hereinafter defined) shall have occurred and be continuing with respect to any Approved Account, Borrower may, by oral notice to Trustee, declare all outstanding Loans made by such Approved Account (the event "Defaulted Loans") to be terminated and to be immediately due, whereupon the same shall terminate and become immediately due without any further notice or other action on the part of Borrower, and Trustee shall immediately deliver all Collateral for such Defaulted Loans to Borrower in accordance with subparagraph 9(c) hereof against receipt of the Loaned Securities which are the subject of such Defaulted Loans; provided, however, that upon the occurrence of any Lender Default involving referred to in clause (iv) of the definition of Lender Default below with respect to any Approved Account all outstanding Loans made by such Approved Account shall automatically terminate and become immediately due, without any notice or an Account under Section 11 hereofother action on the part of Borrower, and Trustee shall immediately deliver all Collateral for such Defaulted Loans to Borrower in accordance with subparagraph 9(c) after tender to Trustee of the Loaned Securities which are the subject of such Defaulted Loans. If Trustee shall fail to deliver any such Collateral to Borrower in accordance with this subparagraph 10(e) after tender to Trustee of the Loaned Securities which are the subject of the Loan secured by such Collateral, Borrower shall have the right, in addition to any other remedies provided herein which may be available at law or under applicable law in equity, after oral notice (without further notice to Lenderconfirmed in writing) to Trustee, to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on manner, the day Loaned Securities then held by it which are the subject of the Default Loan secured by such Collateral, for the account of the Approved Account which made such Loan, and to retain (or be deemed to have realized) apply the proceeds of such sale in accordance with this subparagraph 10(e). Upon receipt by Trustee of any such notice of sale. In such event, Borrower may treat the Loaned Securities as its own and Lender’s Trustee's obligation to return any Pledged Cash or Approved Securities allocated to the Collateral consisting of cash or securities Loan with respect to which such notice was given which have not theretofore been returned to Borrower shall terminate. In the event the sales price received (or deemed to have been received) from such securities is less than the market value terminate for all purposes and Trustee shall thereafter be obligated, on behalf of the Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder), together with interest on all such amounts, in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of Collateral consisting of any other securities (or other amounts due, if anyApproved Account, to Borrower hereunder), at a per annum rate equal with respect to the Fed Funds Rate plus 2%such Loan, as it fluctuates from day to dayfor, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation and hereby agrees to pay such deficiencyto Borrower, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, broker’s fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all the Account’s obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender an amount equal to such Pledged Cash and the net Market Value (including for this purpose accrued interest to the date of the relevant Lender Default) of such Approved Securities, determined as of the date of the relevant Lender Default. The proceeds of any sale of Loaned Securities under this subparagraph 10(e) shall be automatically applied to the payment of any and all amounts due to Borrower hereunder from the Approved Account which loaned such Loaned Securities to Borrower, including without limitation amounts due to Borrower in accordance with this subparagraph 10(e). Except as otherwise provided in this subparagraph 10(e), if a Lender Default has occurred with respect to any Approved Account and the Loans made by such Approved Account have been terminated pursuant to this subparagraph 10(e), Borrower shall not be obligated to (i) return any Loaned Securities which are the subject of any Defaulted Loan made by such Approved Account, or the proceeds of any sale thereof, or (ii) pay or deemed saledeliver to Trustee pursuant to subparagraph 5(b) of hereof any interest, dividends or other distributions with respect to the Loaned Securities as reduced which are the subject of any Defaulted Loan made by such Approved Account until all of the obligations hereunder of such Approved Account have been satisfied; provided, however, that upon satisfaction of all obligations of such Approved Account hereunder any and all such Loaned Securities, proceeds, interest, dividends and other amounts due to Borrower.distributions which

Borrower’s Remedies. In the event that the Lender fails to return to the Borrower the Collateral as required by Section 4(a), or in the event of any Default involving default by Lender or an Account under Section 11 hereof4(b) of this Agreement, the Borrower shall shall, upon notice to the Lender, have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Lender) law, to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on the day of the Default and to retain (or be deemed to have realized) the proceeds of such sale. In such event, the Borrower may treat the Loaned Securities as its own and the Lender’s 's obligation to return the Collateral consisting of cash or securities shall terminate. In the event the sales sale price received (or deemed to have been received) from such securities is less than the market value of the Collateral consisting of cash or securities on the date of sale (or deemed sale)Collateral, the Account which defaulted on the Loan Lender shall be liable to the Borrower for the amount of any deficiency (plus all amounts, if any, due to the Borrower hereunder), together with interest thereon at the lesser of (i) the prime rate as quoted in The Wall Street Journal (New York Edition) for the business day preceding the date on all which such amounts, in determination is made or (ii) the case of Collateral consisting of Foreign Securities, at a per annum highest rate equal to LIBOR plus 2%, and in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to daypermissible under applicable usury law, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 136, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale or exercise of remedies including, without limitation, reasonable legal fees and expensessale. Upon the satisfaction of all of the Account’s Lender's obligations hereunder, any remaining Loaned Securities (Securities, or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender in an amount equal to the net proceeds from the sale (or deemed sale) value of the Loaned Securities as reduced by all other Collateral on the termination date minus amounts due which the Borrower has received pursuant to Borrowerthis Section 6, shall be returned to the Lender.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral, (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in May 1993 - Master Securities Loan Agreement - 10 the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans by a Principal hereunder, Borrower shall have the rightright (without further notice to Agent), in addition to any other remedies provided herein or under applicable law (without further notice to Lender) law, to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on the day of the Default and to retain (or be deemed to have realized) the proceeds of such sale. In such event, Borrower may treat the Loaned Securities as its own and Lender’s Agent's obligation to return the Collateral consisting of cash or and securities shall terminate. In the event the sales price received (or deemed to have been received) from such securities is less than the market value of the Collateral consisting of cash or securities on the date of sale (or deemed sale), ) the Account Principal which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus and all other amounts, if any, due to Borrower hereunder), together with interest on all such amounts, amounts at a per annum rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Principal's obligation to pay such deficiency, Borrower shall have a security interest in or right of setoff against any property of the Account Principal then held by Borrower pursuant to this Agreement and a right of setoff with respect to such property and any other amount payable to Borrower by Borrower to Lender Agent in respect of such Account Principal arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, 13 broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale (or exercise of remedies including, without limitation, reasonable legal fees and expensesremedies). Upon the satisfaction of all the Account’s Agent's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to LenderAgent. Where Collateral consists of a letter of credit, LenderAgent, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender Agent an amount equal to the net proceeds from the sale (or deemed sale) of the Loaned Securities as reduced by all other amounts due to Borrower. Notwithstanding any provision of the Agreement, Agent shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Agent, whether or not such obligations have at the time matured.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (C) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereofthereof ) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate: provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%, or (C) such other rate as it may be specified in Schedule B in each case as such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereof10 entitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice to Lendera) to sell (or be deemed to have sold) a like amount number of the Loaned Securities Shares that is necessary to obtain the amount that is then due to it in the principal market for such securities in a commercially reasonable manner on manner, and (b) to apply and set off the day of the Default Loaned Shares and any proceeds thereof against any amounts due to Borrower hereunder and to retain (or be deemed to have realized) the proceeds any other obligation of such saleLender under this Agreement. In such event, Borrower may treat the such number of Loaned Securities Shares as its own and Lender’s Borrower's obligation to return the Collateral consisting such number of cash or securities Loaned Shares to Lender hereunder shall terminate. In the event the sales price received (or deemed to have been received) from The proceeds of any sale of such securities is less than the market value number of the Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan Loaned Shares shall be liable to Borrower for the amount determined after deduction of any deficiency (plus all amounts, if any, due to Borrower hereunder), together with interest on all such amounts, in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale. In the event Borrower exercises its rights under this Section 12, Borrower may elect, in lieu of selling all or a portion of such number of Loaned Shares, to be deemed to have made such sale or exercise of remedies including, without limitation, reasonable legal fees and expensessuch number of Loaned Shares for an amount equal to the Closing Price of such number of Loaned Shares on the date of such exercise. Upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities Shares (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Agent for the account of Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to BorrowerShares and the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral, (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrower.and the proceeds thereof. May 1993 Master Securities Loan Agreement 10

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans by a Principal hereunder, Borrower shall have the rightright (without further notice to Agent), in addition to any other remedies provided herein or under applicable law (without further notice to Lender) law, to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on the day of the Default and to retain (or be deemed to have realized) the proceeds of such sale. In such event, Borrower may treat the Loaned Securities as its own and Lender’s Agent's obligation to return the Collateral consisting of cash or and securities shall terminate. In the event the sales price received (or deemed to have been received) from such securities is less than the market value of the Collateral consisting of cash or securities on the date of sale (or deemed sale), ) the Account Principal which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus and all other amounts, if any, due to Borrower hereunder), together with interest on all such amounts, amounts at a per annum rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the AccountPrincipal’s obligation to pay such deficiency, Borrower shall have a security interest in or right of setoff against any property of the Account Principal then held by Borrower pursuant to this Agreement and a right of setoff with respect to such property and any other amount payable to Borrower by Borrower to Lender Agent in respect of such Account Principal arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, 13 broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale (or exercise of remedies including, without limitation, reasonable legal fees and expensesremedies). Upon the satisfaction of all the Account’s Agent's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to LenderAgent. Where Collateral consists of a letter of credit, LenderAgent, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender Agent an amount equal to the net proceeds from the sale (or deemed sale) of the Loaned Securities as reduced by all other amounts due to Borrower. Notwithstanding any provision of the Agreement, Agent shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Agent, whether or not such obligations have at the time matured.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lenders obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. As security for Lender's obligation to pay such deficiency Borrower shall have, as security for the Account’s obligation to pay such deficiencyand Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loan hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans by a Principal hereunder, Borrower shall have the rightright (without further notice to Agent), in addition to any other remedies provided herein or under applicable law (without further notice to Lender) law, to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on the day of the Default and to retain (or be deemed to have realized) the proceeds of such sale. In such event, Borrower may treat the Loaned Securities as its own and LenderAgent’s obligation to return the Collateral consisting of cash or and securities shall terminate. In the event the sales price received (or deemed to have been received) from such securities is less than the market value of the Collateral consisting of cash or securities on the date of sale (or deemed sale), ) the Account Principal which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus and all other amounts, if any, due to Borrower hereunder), together with interest on all such amounts, amounts at a per annum rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the AccountPrincipal’s obligation to pay such deficiency, Borrower shall have a security interest in or right of setoff against any property of the Account Principal then held by Borrower pursuant to this Agreement and a right of setoff with respect to such property and any other amount payable to Borrower by Borrower to Lender Agent in respect of such Account Principal arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, 13 broker’s fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale (or exercise of remedies including, without limitation, reasonable legal fees and expensesremedies). Upon the satisfaction of all the AccountAgent’s obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to LenderAgent. Where Collateral consists of a letter of credit, LenderAgent, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender Agent an amount equal to the net proceeds from the sale (or deemed sale) of the Loaned Securities as reduced by all other amounts due to Borrower. Notwithstanding any provision of the Agreement, Agent shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Agent, whether or not such obligations have at the time matured.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commer-cially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral, (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereofthereof ) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market far such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 1 1. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of at payment of at such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13, any sale of Loaned Securities shall be determined after deduction of broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion at the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, . any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) thereof shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrower.and the proceeds thereof 10 - May 1993 - Master Securities Loan Agreement

Borrower’s Remedies. In the event of any Default involving Lender or an Account under Section 11 hereof, Borrower shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Lender) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on the day of the Default and to retain (or be deemed to have realized) the proceeds of such sale. In such event, Borrower may treat the Loaned Securities as its own and Lender’s obligation to return the Collateral consisting of cash or securities shall terminate. In the event the sales price received (or deemed to have been received) from such securities is less than the market value of the V/agreemnt/standard/agency with indemnification Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for the amount of any deficiency (plus all amounts, if any, due to Borrower hereunder), together with interest on all such amounts, in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as security for the Account’s obligation to pay such deficiency, a security interest in or right of setoff against any property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect of such Account arising hereunder. In calculating this deficiency, there shall be deducted from the proceeds of the securities sold under this Section 13, broker’s fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such sale or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all the Account’s obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists of a letter of credit, Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and Borrower shall return to Lender an amount equal to the net proceeds from the sale (or deemed sale) of the Loaned Securities as reduced by all other amounts due to Borrower.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereof------------------- entitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, -------- however, that Lender shall immediately return any letters of credit supporting ------- any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; PROVIDED, HOWEVER, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency. together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion. in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.

Borrower’s Remedies. In Upon the event occurrence of any a Default involving Lender or an Account under ------------------- Section 11 hereofentitling Borrower to terminate all Loans hereunder, Borrower shall have the rightright (without further notice to Lender), in addition to any other remedies provided herein or under applicable law law, (without further notice a) to Lenderpurchase a like amount of Collateral ("Replacement Collateral") in the principal market for such Collateral in a commercially reasonable manner, (b) to sell (or be deemed to have sold) a like amount of the Loaned Securities in the principal market for such securities in a commercially reasonable manner on and (c) to apply and set off the day Loaned Securities and any proceeds thereof against (i) the payment of the Default purchase price for such Replacement Collateral (ii) Lender's obligation to return any cash or other Collateral and (iii) any amounts due to retain (or be deemed to have realized) the proceeds of such saleBorrower under Sections 4, 7 and 17. In such event, Borrower may treat the Loaned Securities as its own and Lender’s 's obligation to return a like amount of the Collateral consisting of cash or securities shall terminate; provided, however, that Lender shall -------- ------- immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 11. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this Agreement, including Lender's obligations with respect to distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received (or deemed to have been received) from such securities Loaned Securities is less than (ii) the market value purchase price of the Replacement Collateral consisting of cash or securities on the date of sale (or deemed sale), the Account which defaulted on the Loan shall be liable to Borrower for plus the amount of any deficiency (plus cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on all such amounts, amounts at a rate equal to (A) in the case of Collateral consisting of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of Collateral consisting of any other securities (or other amounts due, if any, to Borrower hereunder), at a per annum rate equal to the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. Borrower shall have, as As security for the Account’s Lender's obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff against any with respect to such property of the Account then held by Borrower pursuant to this Agreement and any other amount payable by Borrower to Lender in respect Lender. The purchase price of such Account arising hereunder. In calculating any Replacement Collateral purchased under this deficiencySection 13 shall include, there shall be deducted from and the proceeds of the securities sold under this Section 13any sale of Loaned Securities shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related (or deemed related) to such purchase or sale (as the case may be). In the event, Borrower exercises its rights under this Section 13, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all the Account’s Lender's obligations hereunder, any remaining Loaned Securities (or remaining net cash proceeds from sale or deemed sale thereof) shall be returned to Lender. Where Collateral consists Without limiting the foregoing, the parties hereto agree that they intend the Loans hereunder to be loans of securities. If, however, any Loan is deemed to be a letter loan of credit, money by Borrower to Lender, upon the exercise or deemed exercise by Borrower of its termination rights under Section 11, shall immediately return the letter of credit to Borrower and not seek to draw thereunder and then Borrower shall return have, and Lender shall be deemed to Lender an amount equal to the net proceeds from the sale (or deemed sale) of have granted, a security interest in the Loaned Securities as reduced by all other amounts due to Borrowerand the proceeds thereof.