Common use of Deliveries and Treatment of Borrowed Securities Clause in Contracts

Deliveries and Treatment of Borrowed Securities. 4.1 After the Borrower has delivered Securities Loan Collateral required by Section 3 hereof, State Street shall, on the Securities Trading Day agreed to by the Parties, deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, together with such transfer documents as are customary for such Borrowed Securities; (b) by causing the Borrowed Securities to be credited to an account designated by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing Organization, which crediting and debiting shall result in receipt by the Borrower and State Street of a Clearing Organization notice that shall constitute a schedule of the Borrowed Securities hereunder; or (d) by any other method customary for the delivery of such Borrowed Securities at the Securities Trading Location and agreed to by the Parties. 4.2 Except as provided in Section 4.2, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to State Street in accordance with the terms of this Agreement. It is the intention of the Borrower and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State Street, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the Borrower, including, but not limited to: (a) all cash dividends; (b) all other distributions of cash or property (including, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits); (c) all stock dividends; (d) all securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof; (e) all interest payments; (f) in the case of a rights issue, the Borrowed Securities together with all securities allotted thereon; (g) in the case of a redemption, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, takeover offer or similar events, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street may, within a reasonable time before the latest time for the exercise of the right, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive securities in such form as if the right had been exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either (i) redeliver the Borrowed Securities in time to allow State Street to participate in the rights, payments or other benefits described therein or (ii) exercise or be deemed to have exercised such rights as will have been directed by State Street. In the event a re-registration process is necessary in order to transfer any rights, payments or other benefits that attach to the Borrowed Securities and a Securities Loan is terminated prior to the applicable record or payable date but not sufficiently prior to the record or payable date to enable State Street to re-register the Borrowed Securities in its own name, the Borrower shall forward, and act on behalf of State Street in accordance with the instructions of State Street with respect to, all such rights, payments or other benefits. 4.4 The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities in the same currency that the issuer of the Borrowed Security would have paid State Street in respect of such cash distribution, gross of any taxes in an amount equal to such cash distribution, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full. Any cash distribution made on or in respect of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption date. Non cash distributions made on or in respect of the Borrowed Securities shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder for all purposes, except that (a) if the Borrowed Securities have been returned to State Street or if an Event of Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly deliver any such non-cash distributions to State Street and (b) State Street may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street on the Securities Trading Day next following the date of such non-cash distribution. 4.5 With respect to the right to purchase additional securities in Section 4.3(k) hereof, State Street may, at its sole option, (a) direct the Borrower to purchase additional securities or (b) terminate the Securities Loan giving rise to such rights so that State Street may exercise its purchase rights. In the case of clause (a) under the preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or (ii) to deliver such additional securities to State Street on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities. In the case of clause (b) of the next preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The Borrower acknowledges that State Street is willing, at no additional charge, to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the instructions of State Street pursuant to this Section 4, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.

Deliveries and Treatment of Borrowed Securities. 4.1 After the Borrower has delivered Securities Loan Collateral required by Section 3 hereof, State Street shall, on the Securities Trading Day agreed to by the Parties, deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, together with such transfer documents as are customary for such Borrowed Securities; (b) by causing the Borrowed Securities to be credited to an account designated by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing Organization, which crediting and debiting shall result in receipt by the Borrower and State Street of a Clearing Organization notice that shall constitute a schedule of the Borrowed Securities hereunder; or (d) by any other method customary for the delivery of such Borrowed Securities at the Securities Trading Location and agreed to by the Parties. 4.2 Except as provided in Section 4.24.3, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to State Street in accordance with the terms of this Agreement. It is the intention of the Borrower and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State Street, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the Borrower, including, but not limited to: (a) all cash dividends; (b) all other distributions of cash or property (including, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits); (c) all stock dividends; (d) all securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof; (e) all interest payments; (f) in the case of a rights issue, the Borrowed Securities together with all securities allotted thereon; (g) in the case of a redemption, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, takeover offer or similar events, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street may, within a reasonable time before the latest time for the exercise of the right, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive securities in such form as if the right had been exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either (i) redeliver the Borrowed Securities in time to allow State Street to participate in the rights, payments or other benefits described therein or (ii) exercise or be deemed to have exercised such rights as will have been directed by State Street. In the event a re-registration process is necessary in order to transfer any rights, payments or other benefits that attach to the Borrowed Securities and a Securities Loan is terminated prior to the applicable record or payable date but not sufficiently prior to the record or payable date to enable State Street to re-register the Borrowed Securities in its own name, the Borrower shall forward, and act on behalf of State Street in accordance with the instructions of State Street with respect to, all such rights, payments or other benefits. 4.4 The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities in the same currency that the issuer of the Borrowed Security would have paid State Street in respect of such cash distribution, gross of any taxes in an amount equal to such cash distribution, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full. Any cash distribution made on or in respect of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption date. Non cash distributions made on or in respect of the Borrowed Securities shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder for all purposes, except that (a) if the Borrowed Securities have been returned to State Street or if an Event of Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly deliver any such non-cash distributions to State Street and (b) State Street may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street on the Securities Trading Day next following the date of such non-cash distribution. 4.5 With respect to the right to purchase additional securities in Section 4.3(k) hereof, State Street may, at its sole option, (a) direct the Borrower to purchase additional securities or (b) terminate the Securities Loan giving rise to such rights so that State Street may exercise its purchase rights. In the case of clause (a) under the preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or (ii) to deliver such additional securities to State Street on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities. In the case of clause (b) of the next preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The Borrower acknowledges that State Street is willing, at no additional charge, to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the instructions of State Street pursuant to this Section 4, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.

Deliveries and Treatment of Borrowed Securities. 4.1 After the Borrower has delivered Securities Loan Collateral required by Section 3 hereof2.1 With respect to each Loan, State Street shall, on the Securities Trading Day agreed to by the Parties, Lender's Agent shall deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, Securities together with such transfer documents as are customary for such Borrowed Securities; securities, if any, (b) by causing the Borrowed Securities to be credited to an account designated Borrower's Account and debited from the Relevant Lender's Account at a clearing organization agreed to by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing OrganizationParties, which and such crediting and debiting shall result in receipt by the Borrower and State Street Lender's Agent of a Clearing Organization notice that of such crediting and debiting, which notice shall constitute a schedule of the Borrowed Securities hereunder; or Securities, or (dc) by any other method customary for the delivery of such Borrowed Securities at the Securities Trading Location and as agreed to by the Parties. 4.2 2.2 Except as provided in Section 4.22.3, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to State Street Lender's Agent in accordance with the terms of this Agreement. It is the intention herewith. 2.3 Lender's Agent, on behalf of the Borrower and State Street that full title and ownership ofRelevant Lender, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street shall be entitled to receive and/or participate in all distributions (including payments upon maturity or and other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State StreetLender's Agent, to the full extent it the Relevant Lender would be so entitled if the Borrowed Securities had not been lent loaned to the Borrower, including, but not limited to: without limitation, (a) all cash dividends; , (b) all other distributions of cash or property (includingproperty, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits); (c) all stock dividends; dividends and bonus issues, (d) all securities received as a result of split ups, conversions, subsplit-divisions or consolidations ups of the Borrowed Securities and distributions in respect thereof; , (e) all interest payments; , (f) in the case of a rights issue, the Borrowed Securities together with all the securities allotted thereon; ; (g) in the case of a redemptionredemptions, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, takeover offer or similar events, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street may, within a reasonable time before the latest time for the exercise of the right, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive securities in such form as if the right had been exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either (i) redeliver the Borrowed Securities in time to allow State Street to participate in the rights, payments or other benefits described therein or (ii) exercise or be deemed to have exercised such rights as will have been directed by State Street. In the event a re-registration process is necessary in order to transfer any rights, payments or other benefits that attach to the Borrowed Securities and a Securities Loan is terminated prior to the applicable record or payable date but not sufficiently prior to the record or payable date to enable State Street to re-register the Borrowed Securities in its own name, the Borrower shall forward, and act on behalf of State Street in accordance with the instructions of State Street with respect to, all such rights, payments or other benefits. 4.4 The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities in the same currency that the issuer of the Borrowed Security would have paid State Street in respect of such cash distribution, gross of any taxes in an amount equal to such cash distribution, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full. Any cash distribution made on or in respect of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption date. Non cash distributions made on or in respect of the Borrowed Securities shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder for all purposes, except that (a) if the Borrowed Securities have been returned to State Street or if an Event of Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly deliver any such non-cash distributions to State Street and (b) State Street may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street on the Securities Trading Day next following the date of such non-cash distribution. 4.5 With respect to the right to purchase additional securities in Section 4.3(k) hereof, State Street may, at its sole option, (a) direct the Borrower to purchase additional securities or (b) terminate the Securities Loan giving rise to such rights so that State Street may exercise its purchase rights. In the case of clause (a) under the preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or (ii) to deliver such additional securities to State Street on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities. In the case of clause (b) of the next preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The Borrower acknowledges that State Street is willing, at no additional charge, to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the instructions of State Street pursuant to this Section 4, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.

Deliveries and Treatment of Borrowed Securities. 4.1 After the Borrower has delivered Securities Loan Collateral required by Section 3 hereof, State Street shall, on On the Securities Trading Day agreed to by the Parties, provided that Securities Loan Collateral has been delivered as required by Section 3 hereof, State Street shall deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, together with such transfer documents as are customary for such Borrowed Securities; (b) by causing the Borrowed Securities to be credited to an account designated by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing Organization, which crediting and debiting shall result in receipt by the Borrower and State Street of a Clearing Organization notice that shall constitute a schedule of the Borrowed Securities hereunder; or (d) by any other method customary for the delivery of such Borrowed Securities at the Securities Trading Location and agreed to by the Parties. 4.2 Except as provided in Section 4.2, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer sell, transfer, assign, lend or re-hypothecate the Borrowed Securities to others, until provided that the Borrower shall have no rights with respect to any Borrowed Securities after such Borrowed Securities are returned to State Street in accordance with the terms of this Agreement. It is the intention of the Borrower and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemptionredemption)(or to receive payments in lieu thereof) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State Street, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the Borrower, including, but not limited to: (a) all cash dividends; (b) all other distributions of cash or property (including, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits); (c) all stock dividends; (d) all securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof; (e) all interest payments; (f) in the case of a rights issue, the Borrowed Securities together with all securities allotted thereon; (g) in the case of a redemption, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, takeover offer or similar events, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street may, within a reasonable time before the latest time for the exercise of the right, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive securities in such form as if the right had been exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either (i) redeliver the Borrowed Securities in time to allow State Street to participate in the rights, payments or other benefits described therein or (ii) exercise or be deemed to have exercised such rights as will have been directed by State Street. In the event a re-registration process is necessary in order to transfer any rights, payments or other benefits that attach to the Borrowed Securities and a Securities Loan is terminated prior to the applicable record or payable date but not sufficiently prior to the record or payable date to enable State Street to re-register the Borrowed Securities in its own name, the Borrower shall forward, and act on behalf of State Street in accordance with the instructions of State Street with respect to, all such rights, payments or other benefits. 4.4 The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities in the same currency that the issuer of the Borrowed Security would have paid State Street in respect of such cash distribution, gross of any taxes withholding taxes, in an amount equal to such cash distribution, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full. Any cash distribution made on or in respect of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption date. Non cash distributions made on or in respect of the Borrowed Securities, other than those in the nature of stock splits or stock dividends, shall be paid to State Street as promptly as possible by the Borrower. Non cash distributions made on or in respect of the Borrowed Securities that are in the nature of stock splits or stock dividends in the form of Equivalent Securities shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder for all purposes, except that (a) if the Borrowed Securities have been returned to State Street or if an Event of Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly deliver any such non-cash distributions to State Street and (b) State Street may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street on the Securities Trading Day next following the date of such non-cash distribution. 4.5 With respect to the right to purchase additional securities in Section 4.3(k) hereof, State Street may, at its sole option, (a) direct the Borrower to purchase additional securities or (b) terminate the Securities Loan giving rise to such rights so that State Street may exercise its purchase rights. In the case of clause (a) under the preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or (ii) to deliver such additional securities to State Street on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities. In the case of clause (b) of the next preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The Borrower acknowledges that State Street is willing, at no additional charge, to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the instructions of State Street pursuant to this Section 4, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees that that, unless otherwise directed by the Borrower, State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, upon written notice to the Borrower, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.

Deliveries and Treatment of Borrowed Securities. 4.1 5.1 After the Borrower has delivered Securities Loan Collateral required by as described in Section 3 hereof4, State Street Lender shall, on the Securities Trading Day agreed to by the Parties, deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties parties pursuant to Section 2.13.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, Securities together with such transfer documents as are customary for such Borrowed Securitiessecurities; (b) by causing the Borrowed Securities to be credited to an Borrower’s account designated by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing OrganizationOrganization as agreed to by the Parties in the Applicable Appendix, which and such crediting and debiting shall result in receipt by the Borrower and State Street Lender of a Clearing Organization notice that notice, which shall constitute a schedule of the Borrowed Securities hereunderSecurities; or (dc) by any other method customary for the delivery of such Borrowed Securities securities at the Securities Trading Location and agreed to by the PartiesParties in the Applicable Appendix. 4.2 5.2 Except as provided in Section 4.25.3, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to State Street Lender in accordance with the terms of this Agreement. It is the intention of the Borrower and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street 5.3 Lender shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State StreetLender, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the Borrower, including, but not limited to: (a) all cash dividends; (b) all other distributions of cash or property (including, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits)property; (c) all stock dividends; (d) all securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof; (e) all interest payments; (f) in the case of a rights issue, the Borrowed Securities together with all the securities allotted thereon; (g) in the case of a redemption, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, rights arising under a takeover offer or similar eventsother rights, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street the Lender may, within a reasonable time before the latest time for the exercise of the rightright or option, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive redelivered securities in such form as if the right had been is exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as is specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all the securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either either: (i) redeliver the Borrowed Securities in time to allow State Street the Lender to participate in the rights, payments fees or other benefits described therein so described; or (ii) exercise such rights, fees or be deemed to have exercised such rights other benefits as will have been directed by State StreetLender. In the event a re-registration process is necessary in order to transfer any such rights, payments fees or other benefits that which attach to the Borrowed Securities Securities, and a Securities Loan is terminated prior to the applicable record or record/payable date but not sufficiently prior to the record or record/payable date to enable State Street Lender to re-register the Borrowed Securities in its own name, the Borrower shall is to forward, and and/or act on Lender’s behalf of State Street in accordance with the Lender’s instructions of State Street with respect to, to all such rights, payments fees or other benefits. 4.4 The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities 5.4 Unless otherwise specified in the same currency that the issuer of the Borrowed Security would have Applicable Appendix, cash dividends and other distributions shall be paid State Street in respect of such cash distribution, to Lender gross of any taxes in an amount equal to such cash distributiondistributions, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full. Any cash distribution made on or , and in respect the same currency that the issuer of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption dateSecurity makes such distribution. Non Any cash distributions made on or in respect of the Borrowed Securities which Lender is entitled to receive pursuant to this Section shall be paid to Lender by Borrower without demand on payable, maturity, or redemption date. Non cash distributions other than those in the nature of stock splits or stock dividends shall be paid to Lender as soon as possible under the best efforts of Borrower. Non cash distributions which are in the nature of stock splits or stock dividends and which are received by Borrower shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder such for all purposes, except that that: (a) if the Borrowed Securities have been returned to State Street Lender or if an Event of Borrower is in Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly forthwith deliver any such non-non cash distributions to State Street Lender; and (b) State Street Lender may direct the Borrower, upon no less than six (6) Business Days Days’ notice prior to the date of such a non cash distribution, to deliver the same to State Street Lender on the Securities Trading Business Day next following the date of such non-non cash distribution. 4.5 5.5 With respect to the right to purchase additional securities in Section 4.3(k5.3(k) hereof, State Street Lender may, at its sole option, (aA) direct the Borrower to purchase additional securities or (bB) terminate the Securities Loan giving rise to such rights of specified securities so that State Street Lender may exercise its purchase rights. In the case of clause option (aA) under the next preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street Lender and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or 4; or, (ii) to deliver such additional securities to State Street Lender (on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securitiesLender). In the case of clause option (bB) of under the next second preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The 5.6 Unless the Borrower acknowledges that State Street is willingotherwise directs Lender, at no additional chargeLender shall, to act acting as agent for the Borrower, and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions on the Borrower’s behalf as agent for and on behalf of the Borrower as State Street Lender believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the Lender’s instructions of State Street pursuant to this Section 45, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees provided that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, shall cease to act as agent for and on behalf of the Borrower in such agency capacity if an Event of Default has occurred and is continuing with respect to the Borrowercontinuing.

Deliveries and Treatment of Borrowed Securities. 4.1 After the Borrower has delivered Securities Loan Collateral required by Section 3 hereof, State Street shall, on the Securities Trading Day agreed to by the Parties, 3.1 Lender shall deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.1: either (a) by delivering to the Borrower certificates representing the Borrowed Securities, Securities together with such duly executed stock or bond transfer documents powers, as are customary for such Borrowed Securities; the case may be, or (b) by causing the Borrowed Securities to be credited to an Borrower's account designated by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an and debited from Lender's account designated by the Borrower at a Clearing Organization, which as agreed to by the parties hereto, and such crediting and debiting shall result in receipt by the Borrower and State Street Lender of a Clearing Organization notice that of such crediting and debiting, which notice shall constitute a schedule of the Borrowed Securities hereunder; or (d) by any other method customary for the delivery of such Borrowed Securities at the Securities Trading Location and agreed to by the PartiesSecurities. 4.2 3.2 Except as provided in Section 4.23.3, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to State Street in accordance with the terms of this Agreement. It is the intention of the Borrower and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan Lender in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street 3.3 Lender shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State StreetLender, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the Borrower, including, but not limited to: (a) all cash dividends; (b) all other distributions of cash or property (including, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits)property; (c) all stock dividends; (d) all securities received as a result of split split-ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof; (e) all interest payments; (f) in the case of a rights issue, the Borrowed Securities together with all the securities allotted thereon; (g) in the case of a redemption, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, rights arising under a takeover offer or similar eventsother rights, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street the Lender may, within a reasonable time before the latest time for the exercise of the rightright or option, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive redelivered securities in such form as if the right had been is exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as is specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all the securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either either: (i) redeliver the Borrowed Securities in time to allow State Street the respective Clients to participate in the rights, payments fees or other benefits described therein so described; or (ii) exercise such rights, fees or be deemed to have exercised such rights other benefits as will have been directed by State StreetLender. In the event a re-registration process is necessary in order to transfer any such rights, payments fees or other benefits that which attach to the Borrowed Securities Securities, and a Securities Loan is terminated prior to the applicable record or record/payable date but not sufficiently prior to the record or record/payable date to enable State Street Lender to re-register the Borrowed Securities in its own name, the Borrower shall is to forward, and and/or act on Lender's behalf of State Street in accordance with the Lender's instructions of State Street with respect to, to all such rights, payments fees or other benefits. 4.4 The Borrower 3.4 Cash dividends and other distributions shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities in the same currency that the issuer of the Borrowed Security would have be paid State Street in respect of such cash distribution, gross of any taxes in an amount equal to such cash distribution, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in fullforeign withholding taxes. Any cash distribution made on or in respect of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption date. Non cash distributions made on or in respect of the Borrowed Securities which Lender is entitled to receive pursuant to this Section shall be paid to Lender by Borrower on payable, maturity, or redemption date. Non-cash distributions other than those in the nature of stock splits or stock dividends shall be paid to Lender as soon as possible under the best efforts of Borrower. Non-cash distributions which are in the nature of stock splits or stock dividends and which are received by Borrower shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder such for all purposes, except that that: (ai) if the Borrowed Securities have been returned to State Street Lender or if an Event of Borrower is in Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly forthwith deliver any such non-cash distributions to State Street and (b) State Street may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street on the Securities Trading Day next following the date of such non-cash distribution. 4.5 With respect to the right to purchase additional securities in Section 4.3(k) hereof, State Street may, at its sole option, (a) direct the Borrower to purchase additional securities or (b) terminate the Securities Loan giving rise to such rights so that State Street may exercise its purchase rights. In the case of clause (a) under the preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or (ii) to deliver such additional securities to State Street on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities. In the case of clause (b) of the next preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The Borrower acknowledges that State Street is willing, at no additional charge, to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the instructions of State Street pursuant to this Section 4, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.Lender; and

Deliveries and Treatment of Borrowed Securities. 4.1 5.1 After the Borrower has delivered Securities Loan Collateral required by as described in Section 3 hereof4, State Street Lender shall, on the Securities Trading Day agreed to by the Parties, deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.13.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, Securities together with such transfer documents as are customary for such Borrowed Securitiessecurities; (b) by causing the Borrowed Securities to be credited to an Borrower’s account designated at a Clearing Organization as agreed to by the Parties in the Applicable Appendix, and such crediting and debiting shall result in receipt by Borrower at State Streetand Lender of a Clearing Organization notice, which shall constitute a schedule of the Borrowed Securities; (c) by causing the Borrowed Securities to be credited to an the Borrower’s account designated by with the Borrower at a Clearing Organization, which crediting and debiting shall result in receipt by the Borrower and State Street of a Clearing Organization notice that shall constitute a schedule of the Borrowed Securities hereunderCustodian; or (d) by any other method customary for the delivery of such Borrowed Securities securities at the Securities Trading Location and agreed to by the PartiesParties in the Applicable Appendix. 4.2 5.2 Except as provided in Section 4.25.3, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to State Street Lender in accordance with the terms of this Agreement. It is the intention of the Borrower and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street 5.3 Lender shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State StreetLender, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the Borrower, including, but not limited to: (a) all cash dividends; (b) all other distributions of cash or property (including, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Internal Revenue Code of 1986 and similar refundable tax credits); (c) all stock dividends; (d) all securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof; (e) all interest payments; (f) in the case of a rights issue, the Borrowed Securities together with all the securities allotted thereon; (g) in the case of a redemption, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, rights arising under a takeover offer or similar eventsother rights, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street the Lender may, within a reasonable time before the latest time for the exercise of the rightright or option, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive redelivered securities in such form as if the right had been is exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as is specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all the securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either either: (i) redeliver the Borrowed Securities in time to allow State Street the Lender to participate in the rights, payments fees or other benefits described therein so described; or (ii) exercise such rights, fees or be deemed to have exercised such rights other benefits as will have been directed by State StreetLender. In the event a re-registration process is necessary in order to transfer any such rights, payments fees or other benefits that which attach to the Borrowed Securities Securities, and a Securities Loan is terminated prior to the applicable record or record/payable date but not sufficiently prior to the record or record/payable date to enable State Street Lender to re-register the Borrowed Securities in its own name, the Borrower shall is to forward, and and/or act on Lender’s behalf of State Street in accordance with the Lender’s instructions of State Street with respect to, to all such rights, payments fees or other benefits. 4.4 The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities 5.4 Unless otherwise specified in the same currency that the issuer of the Borrowed Security would have Applicable Appendix, cash dividends and other distributions shall be paid State Street in respect of such cash distribution, to Lender gross of any taxes in an amount equal to such cash distributiondistributions, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full. Any cash distribution made on or , and in respect the same currency that the issuer of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption dateSecurity makes such distribution. Non Any cash distributions made on or in respect of the Borrowed Securities which Lender is entitled to receive pursuant to this Section shall be paid to Lender by Borrower without demand on payable, maturity, or redemption date. Non cash distributions other than those in the nature of stock splits or stock dividends shall be paid to Lender as soon as possible under the best efforts of Borrower. Non cash distributions which are in the nature of stock splits or stock dividends and which are received by Borrower shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder such for all purposes, except that that: (a) if the Borrowed Securities have been returned to State Street Lender or if an Event of Borrower is in Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly forthwith deliver any such non-non cash distributions to State Street Lender; and (b) State Street Lender may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street Lender on the Securities Trading Business Day next following the date of such non-non cash distribution. 4.5 5.5 With respect to the right to purchase additional securities in Section 4.3(k5.3(k) hereof, State Street Lender may, at its sole option, (aA) direct the Borrower to purchase additional securities on Lender’s behalf or (bB) terminate the Securities Loan giving rise to such rights of specified securities so that State Street Lender may exercise its purchase rights. In the case of clause option (aA) under the next preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street Lender and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or 4; or, (ii) to deliver such additional securities to State Street Lender (on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securitiesLender). In the case of clause option (bB) of under the next second preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The 5.6 Unless the Borrower acknowledges that State Street is willingotherwise directs Lender, at no additional chargeLender shall, to act acting as agent for the Borrower, and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions on the Borrower’s behalf as agent for and on behalf of the Borrower as State Street Lender believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the Lender’s instructions of State Street pursuant to this Section 45, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees provided that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, Lender shall cease to act as agent for and on behalf of the Borrower in such agency capacity if an Event of Default has occurred and is continuing with respect to the Borrowercontinuing.

Deliveries and Treatment of Borrowed Securities. 4.1 After the Borrower has delivered Securities Loan Collateral required by Section 3 hereof2.1 With respect to each Loan, State Street shall, on the Securities Trading Day agreed to by the Parties, Lender's Agent shall deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, Securities together with such transfer documents as are customary for such Borrowed Securities; securities, if any, (b) by causing the Borrowed Securities to be credited to an account designated Borrower's Account and debited from the Relevant Lender's Account at a clearing organization agreed to by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing OrganizationParties, which and such crediting and debiting shall result in receipt by the Borrower and State Street Lender's Agent of a Clearing Organization notice that of such crediting and debiting, which notice shall constitute a schedule of the Borrowed Securities hereunder; or Securities, or (dc) by any other method customary for the delivery of such Borrowed Securities at the Securities Trading Location and as agreed to by the Parties. 4.2 2.2 Except as provided in Section 4.22.3, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to State Street Lender's Agent in accordance with the terms of this Agreement. It is the intention herewith. 2.3 Lender's Agent, on behalf of the Borrower and State Street that full title and ownership ofRelevant Lender, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street shall be entitled to receive and/or participate in all distributions (including payments upon maturity or and other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State StreetLender's Agent, to the full extent it the Relevant Lender would be so entitled if the Borrowed Securities had not been lent loaned to the Borrower, including, but not limited to: without limitation, (a) all cash dividends; , (b) all other distributions of cash or property (includingproperty, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits); (c) all stock dividends; dividends and bonus issues, (d) all securities received as a result of split ups, conversions, subsplit-divisions or consolidations ups of the Borrowed Securities and distributions in respect thereof; , (e) all interest payments; , (f1) in the case of a rights issue, the Borrowed Securities together with all the securities allotted thereon; ; (g) in the case of a redemptionredemptions, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, takeover offer or similar events, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street may, within a reasonable time before the latest time for the exercise of the right, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive securities in such form as if the right had been exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either (i) redeliver the Borrowed Securities in time to allow State Street to participate in the rights, payments or other benefits described therein or (ii) exercise or be deemed to have exercised such rights as will have been directed by State Street. In the event a re-registration process is necessary in order to transfer any rights, payments or other benefits that attach to the Borrowed Securities and a Securities Loan is terminated prior to the applicable record or payable date but not sufficiently prior to the record or payable date to enable State Street to re-register the Borrowed Securities in its own name, the Borrower shall forward, and act on behalf of State Street in accordance with the instructions of State Street with respect to, all such rights, payments or other benefits. 4.4 The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities in the same currency that the issuer of the Borrowed Security would have paid State Street in respect of such cash distribution, gross of any taxes in an amount equal to such cash distribution, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full. Any cash distribution made on or in respect of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption date. Non cash distributions made on or in respect of the Borrowed Securities shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder for all purposes, except that (a) if the Borrowed Securities have been returned to State Street or if an Event of Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly deliver any such non-cash distributions to State Street and (b) State Street may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street on the Securities Trading Day next following the date of such non-cash distribution. 4.5 With respect to the right to purchase additional securities in Section 4.3(k) hereof, State Street may, at its sole option, (a) direct the Borrower to purchase additional securities or (b) terminate the Securities Loan giving rise to such rights so that State Street may exercise its purchase rights. In the case of clause (a) under the preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or (ii) to deliver such additional securities to State Street on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities. In the case of clause (b) of the next preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The Borrower acknowledges that State Street is willing, at no additional charge, to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the instructions of State Street pursuant to this Section 4, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.

Deliveries and Treatment of Borrowed Securities. 4.1 5.1 After the Borrower has delivered Securities Loan Collateral required by as described in Section 3 hereof4, State Street Lender shall, on the Securities Trading Day agreed to by the Parties, deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties parties pursuant to Section 2.13.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, Securities together with such transfer documents as are customary for such Borrowed Securitiessecurities; (b) by causing the Borrowed Securities to be credited to an Borrower’s account designated by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing OrganizationOrganization as agreed to by the Parties in the Applicable Appendix, which and such crediting and debiting shall result in receipt by the Borrower and State Street Lender of a Clearing Organization notice that notice, which shall constitute a schedule of the Borrowed Securities hereunderSecurities; or (dc) by any other method customary for the delivery of such Borrowed Securities securities at the Securities Trading Location and agreed to by the PartiesParties in the Applicable Appendix. 4.2 5.2 Except as provided in Section 4.25.3, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to State Street Lender in accordance with the terms of this Agreement. It is the intention of the Borrower and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street 5.3 Lender shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed LIBNY/4739172.4 Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State StreetLender, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the Borrower, including, but not limited to: (a) all cash dividends; (b) all other distributions of cash or property (including, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits)property; (c) all stock dividends; (d) all securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof; (e) all interest payments; (f) in the case of a rights issue, the Borrowed Securities together with all the securities allotted thereon; (g) in the case of a redemption, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, rights arising under a takeover offer or similar eventsother rights, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street the Lender may, within a reasonable time before the latest time for the exercise of the rightright or option, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive redelivered securities in such form as if the right had been is exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as is specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all the securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either either: (i) redeliver the Borrowed Securities in time to allow State Street the Lender to participate in the rights, payments fees or other benefits described therein so described; or (ii) exercise such rights, fees or be deemed to have exercised such rights other benefits as will have been directed by State StreetLender. In the event a re-registration process is necessary in order to transfer any such rights, payments fees or other benefits that which attach to the Borrowed Securities Securities, and a Securities Loan is terminated prior to the applicable record or record/payable date but not sufficiently prior to the record or record/payable date to enable State Street Lender to re-register the Borrowed Securities in its own name, the Borrower shall is to forward, and and/or act on Lender’s behalf of State Street in accordance with the Lender’s instructions of State Street with respect to, to all such rights, payments fees or other benefits.. LIBNY/4739172.4 4.4 The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities 5.4 Unless otherwise specified in the same currency that the issuer of the Borrowed Security would have Applicable Appendix, cash dividends and other distributions shall be paid State Street in respect of such cash distribution, to Lender gross of any taxes in an amount equal to such cash distributiondistributions, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full. Any cash distribution made on or , and in respect the same currency that the issuer of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption dateSecurity makes such distribution. Non Any cash distributions made on or in respect of the Borrowed Securities which Lender is entitled to receive pursuant to this Section shall be paid to Lender by Borrower without demand on payable, maturity, or redemption date. Non cash distributions other than those in the nature of stock splits or stock dividends shall be paid to Lender as soon as possible under the best efforts of Borrower. Non cash distributions which are in the nature of stock splits or stock dividends and which are received by Borrower shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder such for all purposes, except that that: (a) if the Borrowed Securities have been returned to State Street Lender or if an Event of Borrower is in Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly forthwith deliver any such non-non cash distributions to State Street Lender; and (b) State Street Lender may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street Lender on the Securities Trading Business Day next following the date of such non-non cash distribution. 4.5 5.5 With respect to the right to purchase additional securities in Section 4.3(k5.3(k) hereof, State Street Lender may, at its sole option, (aA) direct the Borrower to purchase additional securities or (bB) terminate the Securities Loan giving rise to such rights of specified securities so that State Street Lender may exercise its purchase rights. In the case of clause option (aA) under the next preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street Lender and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or 4; or, (ii) to deliver such additional securities to State Street Lender (on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securitiesLender). In the case of clause option (bB) of under the next second preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The 5.6 Unless the Borrower acknowledges that State Street is willingotherwise directs Lender, at no additional chargeLender shall, to act acting as agent for the Borrower, and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions on the Borrower’s behalf as agent for and on behalf of the Borrower as State Street Lender believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the Lender’s instructions of State Street pursuant to this Section 45, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees provided that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, Lender shall cease to act as agent for and on behalf of the Borrower in such agency capacity if an Event of Default has occurred and is continuing with respect to the Borrowercontinuing.

Deliveries and Treatment of Borrowed Securities. 4.1 After the Borrower has delivered Securities Loan Collateral required by Section 3 hereof, State Street shall, on the Securities Trading Day agreed to by the Parties, deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, together with such transfer documents as are customary for such Borrowed Securities; (b) by causing the Borrowed Securities to be credited to an account designated by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing Organization, which crediting and debiting shall result in receipt by the Borrower and State Street of a Clearing Organization notice that shall constitute a schedule of the Borrowed Securities hereunder; or (d) by any other method customary for the delivery of such Borrowed Securities at the Securities Trading Location and agreed to by the Parties. 4.2 Except as provided in Section 4.24.3, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer use, invest and re-hypothecate the Borrowed Securities to othersin its sole discretion, until the Borrowed Securities are returned to State Street in accordance with the terms of this Agreement. It is the intention of the Borrower and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State Street, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the Borrower, including, but not limited to: (a) all cash dividends; (b) all other distributions of cash or property (including, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits); (c) all stock dividends; (d) all securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof; (e) all interest payments; (f) in the case of a rights issue, the Borrowed Securities together with all securities allotted thereon; (g) in the case of a redemption, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, takeover offer or similar events, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street may, within a reasonable time one Securities Trading Day before the latest time for the exercise of the right, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive securities in such form as if the right had been exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either (i) redeliver the Borrowed Securities in time to allow State Street to participate in the rights, payments or other benefits described therein or (ii) exercise or be deemed to have exercised such rights as will have been directed by State Street. In the event a re-registration process is necessary in order to transfer any rights, payments or other benefits that attach to the Borrowed Securities and a Securities Loan is terminated prior to the applicable record or payable date but not sufficiently prior to the record or payable date to enable State Street to re-register the Borrowed Securities in its own name, the Borrower shall forward, and act on behalf of State Street in accordance with the instructions of State Street with respect to, all such rights, payments or other benefits. 4.4 The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities in the same currency that the issuer of the Borrowed Security would have paid State Street in respect of such cash distribution, gross of any taxes in an amount equal to such cash distribution, together with interest on such amount and on accrued interest at the Prime Default Rate calculated daily from the payable date until such amount and such interest are paid in fullfull so long as an Event of Default in respect of State Street has not occurred and is continuing at the time of such payment. Any cash distribution made on or in respect of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption datedate such cash distribution is paid to holders of the Security in the Collateral Location. Non cash distributions made on or in respect of the Borrowed Securities shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder for all purposes, except that (a) if the Borrowed Securities have been returned to State Street or if an Event of Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly deliver any such non-cash distributions to State Street and (b) State Street may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street on the Securities Trading Day next following the date of such non-cash distribution. 4.5 With respect to the right to purchase additional securities in Section 4.3(k) hereof, State Street may, at its sole option, (a) direct the Borrower to purchase additional securities or (b) terminate the Securities Loan giving rise to such rights so that State Street may exercise its purchase rights. In the case of clause (a) under the preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or (ii) to deliver such additional securities to State Street on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities. In the case of clause (b) of the next preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The Borrower acknowledges that State Street is willing, at no additional charge, to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the instructions of State Street pursuant to this Section 4, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.

Deliveries and Treatment of Borrowed Securities. 4.1 After the Borrower has delivered Securities Loan Collateral required by Section 3 hereof, State Street shall, on the Securities Trading Day agreed to by the Parties, deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, together with such transfer documents as are customary for such Borrowed Securities; (b) by causing the Borrowed Securities to be credited to an account designated by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing Organization, which crediting and debiting shall result in receipt by the Borrower and State Street of a Clearing Organization notice that shall constitute a schedule of the Borrowed Securities hereunder; or (d) by any other method customary for the delivery of such Borrowed Securities at the Securities Trading Location and agreed to by the Parties. 4.2 Except as provided in Section 4.2, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to State Street in accordance with the terms of this Agreement. It is the intention of the Borrower and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State Street, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the Borrower, including, but not limited to: (a) all cash dividends; (b) all other distributions of cash or property (including, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits); (c) all stock dividends; (d) all securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof; (e) all interest payments; (f) in the case of a rights issue, the Borrowed Securities together with all securities allotted thereonon the Borrowed Securities; (g) in the case of a redemption, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, takeover offer or similar events, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street may, within a reasonable time before the latest time for the exercise of the right, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive securities in such form as if the right had been exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as specified in such written notice; (i) in the case of a capitalized issue, all of the Borrowed Securities together with all securities allotted by way of a bonus thereonon the Borrowed Securities; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either (i) redeliver the Borrowed Securities in time to allow State Street to participate in the rights, payments or other benefits described therein or (ii) exercise or be deemed to have exercised such rights as will have been directed by State Street. In the event a re-registration process is necessary in order to transfer any rights, payments or other benefits that attach to the Borrowed Securities and a Securities Loan is terminated prior to the applicable record or payable date but not sufficiently prior to the record or payable date to enable State Street to re-register the Borrowed Securities in its own name, the Borrower shall forward, and act on behalf of State Street in accordance with the instructions of State Street with respect to, all such rights, payments or other benefits. 4.4 The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities in the same currency that the issuer of the Borrowed Security would have paid State Street in respect of such cash distribution, gross of any taxes in an amount equal to such cash distribution, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full. Any cash distribution made on or in respect of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption date. Non cash distributions made on or in respect of the Borrowed Securities shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder for all purposes, except that (a) if the Borrowed Securities have been returned to State Street or if an Event of Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly deliver any such non-cash distributions to State Street and (b) State Street may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street on the Securities Trading Day next following the date of such non-cash distribution. 4.5 With respect to the right to purchase additional securities in Section 4.3(k) hereof, State Street may, at its sole option, (a) direct the Borrower to purchase additional securities or (b) terminate the Securities Loan giving rise to such rights so that State Street may exercise its purchase rights. In the case of clause (a) under the preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or (ii) to deliver such additional securities to State Street on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities. In the case of clause (b) of the next preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The Borrower acknowledges that State Street is willing, at no additional charge, to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the instructions of State Street pursuant to this Section 4, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.this

Deliveries and Treatment of Borrowed Securities. 4.1 After the Borrower has delivered Securities Loan Collateral required by Section 3 hereof, State Street shall, on the Securities Trading Day agreed to by the Parties, deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, together with such transfer documents as are customary for such Borrowed Securities; (b) by causing the Borrowed Securities to be credited to an account designated by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing Organization, which crediting and debiting shall result in receipt by the Borrower and State Street of a Clearing Organization notice that shall constitute a schedule of the Borrowed Securities hereunder; or (d) by any other method customary for the delivery of such Borrowed Securities at the Securities Trading Location and agreed to by the Parties. 4.2 Except as provided in Section 4.24.3, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to State Street in accordance with the terms of this Agreement. It is the intention of the Borrower and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 State Street shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State Street, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the Borrower, including, but not limited to: (a) all cash dividends; (b) all other distributions of cash or property (including, for the avoidance of doubt, any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits); (c) all stock dividends; (d) all securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof; (e) all interest payments; (f) in the case of a rights issue, the Borrowed Securities together with all securities allotted thereon; (g) in the case of a redemption, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, takeover offer or similar events, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street may, within a reasonable time before the latest time for the exercise of the right, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive securities in such form as if the right had been exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either (i) redeliver the Borrowed Securities in time to allow State Street to participate in the rights, payments or other benefits described therein or (ii) exercise or be deemed to have exercised such rights as will have been directed by State Street. In the event a re-registration process is necessary in order to transfer any rights, payments or other benefits that attach to the Borrowed Securities and a Securities Loan is terminated prior to the applicable record or payable date but not sufficiently prior to the record or payable date to enable State Street to re-register the Borrowed Securities in its own name, the Borrower shall forward, and act on behalf of State Street in accordance with the instructions of State Street with respect to, all such rights, payments or other benefits. 4.4 The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities in the same currency that the issuer of the Borrowed Security would have paid State Street in respect of such cash distribution, gross of any taxes in an amount equal to such cash distribution, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full. Any cash distribution made on or in respect of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption date. Non cash distributions made on or in respect of the Borrowed Securities shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder for all purposes, except that (a) if the Borrowed Securities have been returned to State Street or if an Event of Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly deliver any such non-cash distributions to State Street and (b) State Street may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street on the Securities Trading Day next following the date of such non-cash distribution. 4.5 With respect to the right to purchase additional securities in Section 4.3(k) hereof, State Street may, at its sole option, (a) direct the Borrower to purchase additional securities or (b) terminate the Securities Loan giving rise to such rights so that State Street may exercise its purchase rights. In the case of clause (a) under the preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or (ii) to deliver such additional securities to State Street on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities. In the case of clause (b) of the next preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 The Borrower acknowledges that State Street is willing, at no additional charge, to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the instructions of State Street pursuant to this Section 4, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.

Deliveries and Treatment of Borrowed Securities. 4.1 After the Borrower has delivered Securities Loan Collateral required by Section 3 hereof, State Street shall, on 4.1. On the Securities Trading Day agreed to by the Parties, provided that Securities Loan Collateral has been delivered as required by Section 3.1 hereof, State Street shall deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.1: (a) by delivering to the Borrower certificates representing the Borrowed Securities, together with such transfer documents as are customary for such Borrowed Securities; (b) by causing the Borrowed Securities to be credited to an account designated by the Borrower at State Street; (c) by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing Organization, which crediting and debiting shall result in receipt by the Borrower and State Street of a Clearing Organization notice that shall constitute a schedule of the Borrowed Securities hereunder; or (d) by any other method customary for the delivery of such Borrowed Securities at the Securities Trading Location and agreed to by the Parties. 4.2 4.2. Except as provided in Section 4.2, the Borrower shall have and be entitled to exercise all of the incidents of ownership with respect to the Borrowed Securities, including the right to transfer the Borrowed Securities to others, until the Borrowed Securities are returned to State Street in accordance with the terms of this Agreement. It is the intention of the Borrower and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof. State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities. 4.3 4.3. State Street shall be entitled to receive and/or participate in all distributions (including payments upon maturity or other redemption) made on or in respect of the Borrowed Securities, the record and/or payable dates for which are during the term of the Securities Loan and which are not otherwise received by State Street, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the Borrower, including, but not limited to: (a) all cash dividends; (b) all other distributions of cash or property (including, for the avoidance of doubt, including any deemed distributions that give rise to tax credit entitlements for shareholders under Sections 852(b)(3)(D)(ii) and 857(b)(3)(D)(ii) of the Code and similar refundable tax credits, but only to the extent that State Street determines in good faith that State Street has suffered an out-of-pocket cost with respect to any such deemed distributions or refundable tax credits); (c) all stock dividends; (d) all securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof; (e) all interest payments; (f) in the case of a rights issue, the Borrowed Securities together with all securities allotted thereon; (g) in the case of a redemption, a sum of money equivalent to the proceeds of the redemption; (h) any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, takeover offer or similar events, including those requiring election by the holder for the time being of such securities which become exercisable prior to the redelivery of Borrowed Securities, in which event State Street may, within a reasonable time before the latest time for the exercise of the right, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive securities in such form as if the right had been exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as specified in such written notice; (i) in the case of a capitalized issue, the Borrowed Securities together with all securities allotted by way of a bonus thereon; (j) in the case of any event similar to any of the foregoing, the Borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such Borrowed Securities resulting from such event; and (k) all rights to purchase additional securities. In regard to subparagraphs (f) through (j) above, the Borrower shall either (i) redeliver the Borrowed Securities in time to allow State Street to participate in the rights, payments or other benefits described therein or (ii) exercise or be deemed to have exercised such rights as will have been directed by State Street. In the event a re-registration process is necessary in order to transfer any rights, payments or other benefits that attach to the Borrowed Securities and a Securities Loan is terminated prior to the applicable record or payable date but not sufficiently prior to the record or payable date to enable State Street to re-register the Borrowed Securities in its own name, the Borrower shall forward, and act on behalf of State Street in accordance with the instructions of State Street with respect to, all such rights, payments or other benefits. 4.4 4.4. The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities in the same currency that the issuer of the Borrowed Security would have paid State Street in respect of such cash distribution, gross of any taxes Taxes in an amount equal to such cash distribution, together with interest on such amount and on accrued interest at the Prime Rate calculated daily from the payable date until such amount and such interest are paid in full. Any cash distribution made on or in respect of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption date. Non cash distributions made on or in respect of the Borrowed Securities shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder for all purposes, except that (a) if the Borrowed Securities have been returned to State Street or if an Event of Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly deliver any such non-cash distributions to State Street and (b) State Street may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street on the Securities Trading Day next following the date of such non-cash distribution. 4.5 4.5. With respect to the right to purchase additional securities in Section 4.3(k) hereof, State Street may, at its sole option, (a) direct the Borrower to purchase additional securities or (b) terminate the Securities Loan giving rise to such rights so that State Street may exercise its purchase rights. In the case of clause (a) under the preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or (ii) to deliver such additional securities to State Street on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities. In the case of clause (b) of the next preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply. 4.6 4.6. The Borrower acknowledges that State Street is willing, at no additional charge, and hereby agrees to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, and State Street hereby agrees to use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the instructions of State Street pursuant to this Section 4, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that, assuming that State Street uses the maximum xxxx-ups and xxxx-xxxxx posted each business day on xxxxxxxxxxxxx.xxx, or that State Street provides at least two business days notice of any change in these maximum xxxx-ups or xxxx-xxxxx, such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.