Common use of Deliveries and Treatment of Collateral Clause in Contracts

Deliveries and Treatment of Collateral. 3.1 Simultaneous to or prior to the transfer of Borrowed Securities hereunder, Borrower shall deliver to Lender's Agent Collateral in an amount not less than the applicable Margin Percentage of the current Market Value of the Borrowed Securities. The Collateral shall be delivered by one or more of the following methods, as agreed to by the parties pursuant to Section 1.1: (a) Borrower delivering Securities to Lender's Agent, (b) Borrower delivering funds to the Lender's Agent for the Account of the Relevant Lender, (c) Borrower transferring funds by wire, (d) Borrower delivering to Lender Agent, or causing to be credited to Lender Agent's account at a Clearing Organization, a certified or official bank check representing New York Clearing House funds, (e) Borrower delivering to Lender's Agent an irrevocable letter of credit issued by mutually acceptable "bank" (as defined in Section 3(a)(6)(A)-(C) of the Securities Exchange Act of 1934) that is not an Affiliate of Borrower, (f) Borrower delivering U.S. Securities through the Federal Reserve book-entry system to the account of Lender's Agent at the Federal Reserve Bank of Boston, (g) Borrower delivering federal funds to the Lender Agent's account at the Federal Reserve Bank of Boston or at a Clearing Organization, (h) Borrower delivering non-cash Collateral through any Clearing Organization agreed to by the parties, and/or (i) Borrower delivering to Lender's Agent, one or more other types of Collateral as the Parties may agree. As further security for the due and punctual performance by Borrower of any and all of its obligations to Lender's Agent hereunder, Borrower hereby grants and transfers to Lender's Agent a lien upon and a security interest in any and all property (together with the proceeds thereof) in which the Borrower at any time has rights and which at any time has been delivered, transferred, or deposited in or credited to an account with, the Lender's Agent or otherwise at any time is in the possession or under the control or recorded on the books of the Lender's Agent, provided such property is delivered as collateral for a Loan hereunder or under any other loan agreement with the Relevant Lender, including (without limitation) any property which may be in transit by mail or carrier for such purpose, or converted or affected by any documents in the Lender Agent's possession for such purpose. 3.2 With respect to each Loan, the Collateral delivered by Borrower to Lender's Agent, as adjusted pursuant to Section 4 below, shall be security for the due and punctual performance by Borrower of any and all of its obligations to Lender's Agent on behalf of the Relevant Lender hereunder now or hereafter arising, and Borrower hereby pledges with, assigns to, and grants to Lender's Agent on behalf of the Relevant Lender a continuing first security interest in, and a lien upon, the Collateral and its proceeds. Borrower shall make appropriate notations on its books and records so as to ensure the validity of such security interest. Such first security interest shall attach upon the delivery of the Collateral to Lender's Agent, shall survive the termination of this Agreement, and shall cease only upon the return of the Collateral to Borrower subsequent to the return of the Borrowed Securities to Lender's Agent. In addition to the rights and remedies given to Lender's Agent hereunder, Lender's Agent, on behalf of the Relevant Lender, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Massachusetts. 3.3 Borrower understands that Lender's Agent may use or invest the Collateral, to the extent that such Collateral consists of cash. Such use or investment shall be at the risk of the Relevant Lender and, subject to the payment of an agreed rebate fee pursuant to Section 5.2, and any other fees payable hereunder, the Relevant Lender shall be entitled to retain all income and profits therefrom and shall bear all losses therefrom. Except as provided in Section 10, neither Lender's Agent nor any Lender may pledge, repledge, hypothecate, rehypothecate, lend, or relend the Collateral, to the extent such Collateral consists of other than cash. However, Lender's Agent may commingle and hold non-cash Collateral in bulk. 3.4 With the approval of Lender's Agent, Borrower may at any time substitute for any Securities held by Lender's Agent as Collateral for the Borrowed Securities other Collateral with respect to the Borrowed Securities of equal current Market Value to the Securities for which it is to be substituted. Prior to the maturity of any U.S. Security (as defined in Section 12) that is delivered to Lender's Agent as Collateral, Borrower shall replace such U.S. Security with other Collateral acceptable to Lender's Agent and of equal current Market Value to the U.S. Security for which it is to be substituted. Substituted collateral shall be considered Collateral for all purposes hereof. 3.5 Borrower shall be entitled to receive all distributions made on or in respect of non-cash Collateral the payable dates for which are during the term of a Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender's Agent; provided, however, that the amount, type or value of such distribution which Borrower is entitled to receive hereunder shall not exceed the amount, type and value received by State Street or its agents. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive under this section shall be paid in the same currency as such distribution is paid by the issuer, by Lender's Agent, acting on behalf of the Relevant Lender, to Borrower forthwith upon receipt thereof by Lender's Agent, so long as Borrower has not committed a Default at the time of such receipt. Cash dividends and other distributions shall be paid gross of any withholding taxes. Borrower acknowledges that distributions on non-cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender's Agent, and agrees not to claim Lender's Agent or any Relevant Lender for any disparate treatment as a result of its receiving the distribution from Lender' Agent (as opposed to a distribution from issuer directly). 3.6 Except as provided in Sections 10 and 11 hereunder, Lender's Agent shall be obligated to return the Collateral to Borrower upon the return to Lender's Agent of the Borrowed Securities.

Deliveries and Treatment of Collateral. 3.1 Simultaneous to or prior to the transfer of Borrowed Securities hereunder, Borrower shall deliver to Lender's Agent Collateral in an amount not less than the applicable Margin Percentage of the current Market Value of the Borrowed Securities. The Collateral shall be delivered by one or more of the following methods, as agreed to by the parties pursuant to Section 1.1: (a) Borrower delivering Securities to Lender's Agent, (b) Borrower delivering funds to the Lender's Agent for the Account of the Relevant Lender, (c) Borrower transferring funds by wire, (d) Borrower delivering to Lender Agent, or causing to be credited to Lender Agent's account at a Clearing Organization, a certified or official bank check representing New York Clearing House funds, (e) Borrower delivering to Lender's Agent an irrevocable letter of credit issued by mutually acceptable "bank" (as defined in Section 3(a)(6)(A)-(C) of the Securities Exchange Act of 19341934 ) that is not an Affiliate of Borrower, (f) Borrower delivering U.S. Securities through the Federal Reserve book-entry system to the account of Lender's Agent Act at the Federal Reserve Bank of Boston, (g) Borrower delivering federal funds to the Lender Agent's account at the Federal Reserve Bank of Boston or at a Clearing Organization, (h) Borrower delivering non-cash Collateral through any Clearing Organization agreed to by the parties, and/or (i) Borrower delivering to Lender's Agent, one or more other types of Collateral as the Parties may agree. As further security for the due and punctual performance by Borrower of any and all of its obligations to Lender's Agent hereunder, Borrower hereby grants and transfers to Lender's Agent a lien upon and a security interest in any and all property (together with the proceeds thereof) in which the Borrower at any time has rights and which at any time has been delivered, transferred, or deposited in or credited to an account with, the Lender's Agent or otherwise at any time is in the possession or under the control or recorded on the books of the Lender's Agent, provided such property is delivered as collateral for a Loan hereunder or under any other loan agreement with the Relevant Lender, including (without limitation) any property which may be in transit by mail or carrier for such purpose, or converted or affected by any documents in the Lender Agent's possession for such purpose. 3.2 With respect to each Loan, the Collateral delivered by Borrower to Lender's Agent, as adjusted pursuant to Section 4 below, shall be security for the due and punctual performance by Borrower of any and all of its obligations to Lender's Agent on behalf of the Relevant Lender hereunder now or hereafter arising, and Borrower hereby pledges with, assigns to, and grants to Lender's Agent on behalf of the Relevant Lender a continuing first security interest in, and a lien upon, the Collateral and its proceeds. Borrower shall make appropriate notations on its books and records so as to ensure the validity of such security interest. Such first security interest shall attach upon the delivery of the Collateral to Lender's Agent, shall survive the termination of this Agreement, and shall cease only upon the return of the Collateral to Borrower subsequent to the return of the Borrowed Securities to Lender's Agent. In addition to the rights and remedies given to Lender's Agent hereunder, Lender's Agent, on behalf of the Relevant Lender, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Massachusetts. 3.3 Borrower understands that Lender's Agent may use or invest the Collateral, to the extent that such Collateral consists of cash. Such use or investment shall be at the risk of the Relevant Lender and, subject to the payment of an agreed rebate fee pursuant to Section 5.2, and any other fees payable hereunder, the Relevant Lender shall be entitled to retain all income and profits therefrom and shall bear all losses therefrom. Except as provided in Section 10, neither Lender's Agent nor any Lender may pledge, repledge, hypothecate, rehypothecate, lend, or relend the Collateral, to the extent such Collateral consists of other than cash. However, Lender's Agent may commingle and hold non-cash Collateral in bulk. 3.4 With the approval of Lender's Agent, Borrower may at any time substitute for any Securities securities held by Lender's Agent as Collateral for the Borrowed Securities other Collateral with respect to the Borrowed Securities of equal current Market Value to the Securities for which it is to be substituted. Prior to the maturity of any U.S. Security (as defined in Section 12) that is delivered to Lender's Agent as Collateral, Borrower shall replace such U.S. Security with other Collateral acceptable to Lender's Agent and of equal current Market Value to the U.S. Security for which it is to be substituted. Substituted collateral shall be considered Collateral for all purposes hereof. 3.5 Borrower shall be entitled to receive all distributions made on or in respect of non-cash Collateral the payable dates for which are during the term of a Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been delivered to Lender's Agent; provided, however, provided however that the amount, type or value of such distribution which Borrower is entitled to receive hereunder shall not exceed the amount, type and value received by State Street or its agents. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive under this section shall be paid in the same currency as such distribution is paid by the issuer, issuer by Lender's Agent, acting on behalf of the Relevant Lender, to Borrower forthwith upon receipt thereof by Lender's Agent, so long as Borrower has not committed a Default at the time of such receipt. Cash dividends and other distributions shall be paid gross of any withholding taxes. Borrower acknowledges that distributions on non-cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender's Agent, and agrees not to claim Lender's Agent or any Relevant Lender for any disparate treatment as a result of its receiving the distribution from Lender' 's Agent (as opposed to a distribution from issuer directly). 3.6 Except as provided in Sections 10 and 11 hereunder, Lender's Agent shall be obligated to return the Collateral to Borrower upon the return to Lender's Agent of the Borrowed Securities.

Deliveries and Treatment of Collateral. 3.1 Simultaneous to 4.1 No later than the Collateral Transfer Day that is coincident with or prior to next precedes the transfer of Securities Trading Day upon which Borrowed Securities hereunderare to be transferred to Borrower as a Loan (unless otherwise agreed in the Applicable Appendix), Borrower shall deliver to Lender's Agent , or, in accordance with Lender’s instructions, to Lender’s agent, Collateral in an amount of a type agreed to by the Parties and having a Collateral Value not less than the applicable Margin Percentage of the current Market Value of the Borrowed Securities. The Collateral shall be delivered by such one or more of the following methods, methods as are agreed to by the parties Parties pursuant to Section 1.13.1: (a) Borrower delivering Securities to Lender's Agent, transferring funds by wire; (b) Borrower delivering funds to the Lender's Agent for the Account of the Relevant Lender, (c) Borrower transferring funds by wire, (d) Borrower delivering to Lender Agent, or causing to be credited to Lender Agent's account at a Clearing Organization, a certified or official bank check representing New York Clearing House funds, (e) Borrower delivering to Lender's Agent an irrevocable letter Letter of credit Credit, issued by mutually acceptable "bank" (as defined in Section 3(a)(6)(A)-(C) of the Securities Exchange Act of 1934) a Bank that is not Borrower or an Affiliate of Borrower, Borrower and which is acceptable to Lender in its sole discretion; (fc) Borrower delivering U.S. Securities through the Federal Reserve book-entry system to the account of Lender's Agent Lender at the Federal Reserve Bank of Boston, ; (gd) Borrower delivering federal funds U.S. dollars to the Lender Agent's Lender’s account at the Federal Reserve Bank of Boston or at a Clearing Organization, Boston; and/or (he) Borrower delivering non-cash Collateral through any Clearing Organization agreed to by the parties, and/or Parties. (if) Borrower may also deliver Collateral through any other methods agreed to by the Parties. LIBNY/4739172.4 4.2 With respect to any Loan, the Borrower may fulfill the requirements of Section 4.1 by delivering cash Collateral consisting in part or in whole of the proceeds of a Collateral Advance; provided, that this Section 4.2 shall not be, or be deemed to Lender's Agentbe, one or more other types of a commitment by the Lender to make any Collateral as the Parties Advance. 4.3 The Borrower may agree. As further security for the due and punctual performance by Borrower of any and all of its obligations to Lender's Agent hereundernot assign, Borrower hereby grants and transfers to Lender's Agent a lien upon and change, grant a security interest in, dispose of or otherwise deal in any and all property (together manner with the proceeds thereof) in which the Borrower at Collateral or any time has rights and which at any time has been delivered, transferred, or deposited in or credited to an account with, the Lender's Agent or otherwise at any time is in the possession or under the control or recorded on the books of the Lender's Agent, provided such property is delivered as collateral for a Loan hereunder or under any other loan agreement with the Relevant Lender, including (without limitation) any property which may be in transit by mail or carrier for such purpose, or converted or affected by any documents in the Lender Agent's possession for such purposetherein. 3.2 With respect to each Loan, the 4.4 The Collateral delivered by Borrower to Lender's Agent, as adjusted pursuant to Section 4 4.7 below, shall be security for the due and punctual performance by Borrower of any and all of its obligations to Lender's Agent on behalf of the Relevant Lender hereunder and under any other securities loan agreement between Borrower and Lender, now or hereafter arising, and Borrower hereby pledges with, assigns to, and grants to and for the benefit of Lender's Agent on behalf of the Relevant Lender , as security for such obligations, a continuing first priority security interest in, the Borrower’s right, title, and a lien upon, interest in and to the Collateral and its proceeds. Borrower shall make appropriate notations on its books and records so as to ensure the validity of such security interestCollateral. Such first priority security interest shall attach upon the delivery of the Collateral to Lender's Agent, shall survive the termination of this Agreement, and shall cease only upon the return redelivery of the Collateral to Borrower subsequent to the return of the Borrowed Securities to the Lender's Agent. In addition to the rights and remedies given to Lender's Agent Lender hereunder, Lender's Agent, on behalf of the Relevant Lender, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MassachusettsUCC. 3.3 Borrower understands 4.5 It is understood that Lender's Agent may use or invest the Collateral, to the extent that such Collateral consists of cash. Such use or investment shall be at the risk of the Relevant Lender and, subject to the payment of an agreed rebate fee pursuant to Section 5.2, and any other fees payable hereunder, the Relevant Lender shall be entitled to retain all income and profits therefrom and shall bear all losses therefrom. Except as provided in Section 10, neither Lender's Agent nor any Lender may pledgeuse, repledge, hypothecate, rehypothecate, lend, or relend invest and re-hypothecate the Collateral, to the extent such Collateral consists of other than cash. However, Lender's Agent may commingle and hold non-cash Collateral in bulkits sole discretion. 3.4 4.6 With the approval of Lender's Agent, Borrower may at any time substitute for any Securities securities held by Lender's Agent Lender as Collateral for the Borrowed Securities other Collateral with respect to the Borrowed Securities of equal current Market Value to the Securities securities for which it is to be substituted, provided that the Borrower first deliver substitute Collateral acceptable to Lender. Prior to the maturity of any debt security that is delivered to the Lender as Collateral, the Borrower shall replace such security with other Collateral acceptable to Lender and of equal current Market Value to the debt security for which it is to be substituted. Prior to the maturity of any U.S. Security (as defined in Section 12) that is delivered to Lender's Agent as Collateral, Borrower shall replace such U.S. Security with other Substitute Collateral acceptable to Lender's Agent and of equal current Market Value to the U.S. Security for which it is to be substituted. Substituted collateral shall be considered Collateral for all purposes hereofunder this Agreement. 3.5 4.7 Borrower shall be entitled entitled, in the absence of any Event of Default by orwith respect to Borrower that has occurred and is continuing, to receive all distributions made on or in respect of non-non cash Collateral the payable payment dates for which are during the term of a the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had has not been delivered to Lender's Agent; provided, however, that the amount, type or value of such distribution which Borrower is entitled to receive hereunder shall not exceed the amount, type and value received by State Street Lender or its agents. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive under pursuant to this section Section shall be paid in the same currency as such distribution is paid by the issuerissuer (unless otherwise specified in the Applicable Appendix), by Lender's Agent, acting on behalf of the Relevant Lender, Lender to Borrower forthwith upon receipt thereof by Lender's Agent, so long as an Event of Default by or with respect to Borrower has not committed a Default occurred and is continuing at the time of such receipt. Cash dividends and other distributions shall be paid gross of any withholding taxes. Borrower acknowledges that distributions on non-cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender's Agent, and agrees not to claim Lender's Agent or any Relevant Lender for any disparate treatment as a result of its receiving the distribution from Lender' Agent (as opposed to a distribution from issuer directly).LIBNY/4739172.4 3.6 4.8 Except as provided in Sections 10 13 and 11 15 hereunder, Lender's Agent Lender shall be obligated to return the Collateral to Borrower upon the return to Lender's Agent Lender of the Borrowed Securities. 4.9 As further security, the Custodial Collateral will secure, and this Agreement and the Collateral Documents will secure the Loan Obligations. The Borrower hereby grants to and for the benefit of Lender, as security for the Loan Obligations, a security interest in the Borrower’s right, title, and interest in and to the Custodial Collateral, in each case whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising. On demand, the Borrower shall deliver the Custodial Collateral to Lender or its Affiliates and will enter into appropriate Collateral Documents as required by the Lender and to the extent that the Relevant Custodian with respect any Custodial Collateral is a Third Party or an Affiliate of the Lender. Such security interest shall survive the termination of this Agreement to the extent necessary in order for Borrower to repay any outstanding Loan Obligations. The parties acknowledge that value has been given. 4.10 Unless the Borrower otherwise directs Lender, Lender shall, acting as agent for the Borrower, and at the expense of the Borrower, use commercially reasonable efforts to take such actions on the Borrower’s behalf as Lender believes are necessary or appropriate to cause the Borrower to comply with Lender’s instructions pursuant to this Section 4, provided that Lender shall cease to act in such agency capacity if an Event of Default has occurred and is continuing.

Deliveries and Treatment of Collateral. 3.1 Simultaneous to or prior 4.1 Consistent with market practice applicable to the transfer of relevant Borrowed Securities hereunderand no later than the Collateral Transfer Day that is coincident with or next precedes the Securities Trading Day upon which Borrowed Securities are to be transferred to Borrower as a Loan, (unless otherwise agreed in the Applicable Appendix), Borrower shall deliver to Lender's Agent , or, in accordance with Lender’s instructions, to Lender’s agent, Collateral in an amount of a type agreed to by the Parties and having a Collateral Value not less than the applicable Margin Percentage of the current Market Value of the Borrowed Securities. The Collateral shall be delivered by such one or more of the following methods, methods as are agreed to by the parties Parties pursuant to Section 1.13.1: (a) Borrower delivering Securities to Lender's Agent, transferring funds by wire; (b) Borrower delivering funds to the Lender's Agent for the Account of the Relevant Lender, (c) Borrower transferring funds by wire, (d) Borrower delivering to Lender Agent, or causing to be credited to Lender Agent's account at a Clearing Organization, a certified or official bank check representing New York Clearing House funds, (e) Borrower delivering to Lender's Agent an irrevocable letter Letter of credit Credit, issued by mutually acceptable "bank" (as defined in Section 3(a)(6)(A)-(C) of the Securities Exchange Act of 1934) a Bank that is not an Affiliate of Borrower, Borrower and which is acceptable to Lender in its sole discretion; (fc) Borrower delivering U.S. Securities through the Federal Reserve book-entry system to the account of Lender's Agent Lender at the Federal Reserve Bank of Boston, ; (gd) Borrower delivering federal funds U.S. dollars to the Lender Agent's Lender’s account at the Federal Reserve Bank of Boston or at a Clearing Organization, Boston; and/or (he) Borrower delivering non-cash Collateral through any Clearing Organization agreed to by the parties, and/or Parties. (if) Borrower may also deliver Collateral through any other methods agreed to by the Parties. 4.2 With respect to any Loan, the Borrower may fulfill the requirements of Section 4.1 by delivering cash Collateral consisting in part or in whole of the proceeds of a Collateral Advance; provided, that this Section 4.2 shall not be, or be deemed to Lender's Agentbe, one or more other types of a commitment by the Lender to make any Collateral as the Parties Advance. 4.3 The Borrower may agree. As further security for the due and punctual performance by Borrower of any and all of its obligations to Lender's Agent hereundernot assign, Borrower hereby grants and transfers to Lender's Agent a lien upon and change, grant a security interest in, dispose of or otherwise deal in any and all property (together manner with the proceeds thereof) in which the Borrower at Collateral or any time has rights and which at any time has been delivered, transferred, or deposited in or credited to an account with, the Lender's Agent or otherwise at any time is in the possession or under the control or recorded on the books of the Lender's Agent, provided such property is delivered as collateral for a Loan hereunder or under any other loan agreement with the Relevant Lender, including (without limitation) any property which may be in transit by mail or carrier for such purpose, or converted or affected by any documents in the Lender Agent's possession for such purposetherein. 3.2 With respect to each Loan, the 4.4 The Collateral delivered by Borrower to Lender's Agent, as adjusted pursuant to Section 4 4.7 below, shall be security for the due and punctual performance by Borrower of any and all of its obligations to Lender's Agent on behalf of the Relevant Lender hereunder and under any other securities loan agreement between Borrower and Lender, now or hereafter arising, and Borrower hereby pledges with, assigns to, and grants to and for the benefit of Lender's Agent on behalf of the Relevant Lender , as security for such obligations, a continuing first priority security interest in, the Borrower’s right, title, and a lien upon, interest in and to the Collateral and its proceeds. Borrower shall make appropriate notations on its books and records so as to ensure the validity of such security interestCollateral. Such first priority security interest shall attach upon the delivery of the Collateral to Lender's Agent, shall survive the termination of this Agreement, and shall cease only upon the return of the Borrowed Securities to Lender; provided, however, that such first priority security interest shall survive until the redelivery of the Collateral to Borrower subsequent to the extent that any Loan Obligation with respect to the relevant Loan remains outstanding after the return of the Borrowed Securities to Lender's Agent. In addition to the rights and remedies given to Lender's Agent Lender hereunder, Lender's Agent, on behalf of the Relevant Lender, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MassachusettsUCC. 3.3 Borrower understands 4.5 It is understood that Lender's Agent may use or invest the Collateral, to the extent that such Collateral consists of cash. Such use or investment shall be at the risk of the Relevant Lender and, subject to the payment of an agreed rebate fee pursuant to Section 5.2, and any other fees payable hereunder, the Relevant Lender shall be entitled to retain all income and profits therefrom and shall bear all losses therefrom. Except as provided in Section 10, neither Lender's Agent nor any Lender may pledgeuse, repledge, hypothecate, rehypothecate, lend, or relend invest and re-hypothecate the Collateral, to the extent such Collateral consists of other than cash. However, Lender's Agent may commingle and hold non-cash Collateral in bulkits sole discretion. 3.4 4.6 With the approval of Lender's Agent, Borrower may at any time substitute for any Securities securities held by Lender's Agent Lender as Collateral for the Borrowed Securities other Collateral with respect to the Borrowed Securities of equal current Market Value to the Securities securities for which it is to be substituted, provided that the Borrower first deliver substitute Collateral acceptable to Lender. Prior to the maturity of any debt security that is delivered to the Lender as Collateral, the Borrower shall replace such security with other Collateral acceptable to Lender and of equal current Market Value to the debt security for which it is to be substituted. Prior to the maturity of any U.S. Security (as defined in Section 12) that is delivered to Lender's Agent as Collateral, Borrower shall replace such U.S. Security with other Substitute Collateral acceptable to Lender's Agent and of equal current Market Value to the U.S. Security for which it is to be substituted. Substituted collateral shall be considered Collateral for all purposes hereofunder this Agreement. 3.5 4.7 Borrower shall be entitled entitled, in the absence of any Event of Default by or with respect to Borrower that has occurred and is continuing, to receive all distributions made on or in respect of non-non cash Collateral the payable payment dates for which are during the term of a the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had has not been delivered to Lender's Agent; provided, however, that the amount, type or value of such distribution which Borrower is entitled to receive hereunder shall not exceed the amount, type and value received by State Street Lender or its agents. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive under pursuant to this section Section shall be paid in the same currency as such distribution is paid by the issuerissuer (unless otherwise specified in the Applicable Appendix), by Lender's Agent, acting on behalf of the Relevant Lender, Lender to Borrower forthwith upon receipt thereof by Lender's Agent, so long as an Event of Default by or with respect to Borrower has not committed a Default occurred and is continuing at the time of such receipt. Cash dividends and other distributions shall be paid gross of any withholding taxes. Borrower acknowledges that distributions on non-cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender's Agent, and agrees not to claim Lender's Agent or any Relevant Lender for any disparate treatment as a result of its receiving the distribution from Lender' Agent (as opposed to a distribution from issuer directly). 3.6 4.8 Except as provided in Sections 10 13 and 11 15 hereunder, Lender's Agent Lender shall be obligated to return the Collateral to Borrower upon the return to Lender's Agent Lender of the Borrowed Securities, as described in Section 11.3. 4.9 As further security, the Custodial Collateral will secure, and this Agreement and the Collateral Documents will secure the Loan Obligations. The Borrower hereby grants to and for the benefit of Lender, as security for the Loan Obligations, a security interest in the Borrower’s right, title, and interest in and to the Custodial Collateral, in each case whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising. On demand, the Borrower shall deliver the Custodial Collateral to Lender or its bank or trust company Affiliates and will enter into appropriate Collateral Documents as required by the Lender. Such security interest shall survive the termination of this Agreement to the extent necessary in order for Borrower to repay any outstanding Loan Obligations. The Parties acknowledge that value has been given. 4.10 Unless the Borrower otherwise directs Lender, Lender shall, acting as agent for the Borrower, and at the expense of the Borrower, use commercially reasonable efforts to take such actions on the Borrower’s behalf as Lender believes are necessary or appropriate to cause the Borrower to comply with Lender’s instructions pursuant to this Section 4, provided that Lender shall cease to act in such agency capacity if an Event of Default has occurred and is continuing.

Deliveries and Treatment of Collateral. 3.1 Simultaneous to 4.1 No later than the Collateral Transfer Day that is coincident with or prior to next precedes the transfer of Securities Trading Day upon which Borrowed Securities hereunderare to be transferred to Borrower as a Loan (unless otherwise agreed in the Applicable Appendix), Borrower shall deliver to Lender's Agent , or, in accordance with Lender’s instructions, to Lender’s agent, Collateral in an amount of a type agreed to by the Parties and having a Collateral Value not less than the applicable Margin Percentage of the current Market Value of the Borrowed Securities. The Collateral shall be delivered by such one or more of the following methods, methods as are agreed to by the parties Parties pursuant to Section 1.13.1: (a) Borrower delivering Securities to Lender's Agent, transferring funds by wire; (b) Borrower delivering funds to the Lender's Agent for the Account of the Relevant Lender, (c) Borrower transferring funds by wire, (d) Borrower delivering to Lender Agent, or causing to be credited to Lender Agent's account at a Clearing Organization, a certified or official bank check representing New York Clearing House funds, (e) Borrower delivering to Lender's Agent an irrevocable letter Letter of credit Credit, issued by mutually acceptable "bank" (as defined in Section 3(a)(6)(A)-(C) of the Securities Exchange Act of 1934) a Bank that is not Borrower or an Affiliate of Borrower, Borrower and which is acceptable to Lender in its sole discretion; (fc) Borrower delivering U.S. Securities through the Federal Reserve book-entry system to the account of Lender's Agent Lender at the Federal Reserve Bank of Boston, ; (gd) Borrower delivering federal funds U.S. dollars to the Lender Agent's Lender’s account at the Federal Reserve Bank of Boston or at a Clearing Organization, Boston; and/or (he) Borrower delivering non-cash Collateral through any Clearing Organization agreed to by the parties, and/or Parties. (if) Borrower may also deliver Collateral through any other methods agreed to by the Parties. 4.2 With respect to any Loan, the Borrower may fulfill the requirements of Section 4.1 by delivering cash Collateral consisting in part or in whole of the proceeds of a Collateral Advance; provided, that this Section 4.2 shall not be, or be deemed to Lender's Agentbe, one or more other types of a commitment by the Lender to make any Collateral as the Parties Advance. 4.3 The Borrower may agree. As further security for the due and punctual performance by Borrower of any and all of its obligations to Lender's Agent hereundernot assign, Borrower hereby grants and transfers to Lender's Agent a lien upon and change, grant a security interest in, dispose of or otherwise deal in any and all property (together manner with the proceeds thereof) in which the Borrower at Collateral or any time has rights and which at any time has been delivered, transferred, or deposited in or credited to an account with, the Lender's Agent or otherwise at any time is in the possession or under the control or recorded on the books of the Lender's Agent, provided such property is delivered as collateral for a Loan hereunder or under any other loan agreement with the Relevant Lender, including (without limitation) any property which may be in transit by mail or carrier for such purpose, or converted or affected by any documents in the Lender Agent's possession for such purposetherein. 3.2 With respect to each Loan, the 4.4 The Collateral delivered by Borrower to Lender's Agent, as adjusted pursuant to Section 4 4.7 below, shall be security for the due and punctual performance by Borrower of any and all of its obligations to Lender's Agent on behalf of the Relevant Lender hereunder and under any other securities loan agreement between Borrower and Lender, now or hereafter arising, and Borrower hereby pledges with, assigns to, and grants to and for the benefit of Lender's Agent on behalf of the Relevant Lender , as security for such obligations, a continuing first priority security interest in, the Borrower’s right, title, and a lien upon, interest in and to the Collateral and its proceeds. Borrower shall make appropriate notations on its books and records so as to ensure the validity of such security interestCollateral. Such first priority security interest shall attach upon the delivery of the Collateral to Lender's Agent, shall survive the termination of this Agreement, and shall cease only upon the return redelivery of the Collateral to Borrower subsequent to the return of the Borrowed Securities to the Lender's Agent. In addition to the rights and remedies given to Lender's Agent Lender hereunder, Lender's Agent, on behalf of the Relevant Lender, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code of MassachusettsUCC. 3.3 Borrower understands 4.5 It is understood that Lender's Agent may use or invest the Collateral, to the extent that such Collateral consists of cash. Such use or investment shall be at the risk of the Relevant Lender and, subject to the payment of an agreed rebate fee pursuant to Section 5.2, and any other fees payable hereunder, the Relevant Lender shall be entitled to retain all income and profits therefrom and shall bear all losses therefrom. Except as provided in Section 10, neither Lender's Agent nor any Lender may pledgeuse, repledge, hypothecate, rehypothecate, lend, or relend invest and re-hypothecate the Collateral, to the extent such Collateral consists of other than cash. However, Lender's Agent may commingle and hold non-cash Collateral in bulkits sole discretion. 3.4 4.6 With the approval of Lender's Agent, Borrower may at any time substitute for any Securities securities held by Lender's Agent Lender as Collateral for the Borrowed Securities other Collateral with respect to the Borrowed Securities of equal current Market Value to the Securities securities for which it is to be substituted, provided that the Borrower first deliver substitute Collateral acceptable to Lender. Prior to the maturity of any debt security that is delivered to the Lender as Collateral, the Borrower shall replace such security with other Collateral acceptable to Lender and of equal current Market Value to the debt security for which it is to be substituted. Prior to the maturity of any U.S. Security (as defined in Section 12) that is delivered to Lender's Agent as Collateral, Borrower shall replace such U.S. Security with other Substitute Collateral acceptable to Lender's Agent and of equal current Market Value to the U.S. Security for which it is to be substituted. Substituted collateral shall be considered Collateral for all purposes hereofunder this Agreement. 3.5 4.7 Borrower shall be entitled entitled, in the absence of any Event of Default by or with respect to Borrower that has occurred and is continuing, to receive all distributions made on or in respect of non-non cash Collateral the payable payment dates for which are during the term of a the Loan and which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had has not been delivered to Lender's Agent; provided, however, that the amount, type or value of such distribution which Borrower is entitled to receive hereunder shall not exceed the amount, type and value received by State Street Lender or its agents. Any distributions made on or in respect of such Collateral which Borrower is entitled to receive under pursuant to this section Section shall be paid in the same currency as such distribution is paid by the issuerissuer (unless otherwise specified in the Applicable Appendix), by Lender's Agent, acting on behalf of the Relevant Lender, Lender to Borrower forthwith upon receipt thereof by Lender's Agent, so long as an Event of Default by or with respect to Borrower has not committed a Default occurred and is continuing at the time of such receipt. Cash dividends and other distributions shall be paid gross of any withholding taxes. Borrower acknowledges that distributions on non-cash Collateral may be afforded different treatment than Borrower would have been so entitled had it not delivered the Collateral to Lender's Agent, and agrees not to claim Lender's Agent or any Relevant Lender for any disparate treatment as a result of its receiving the distribution from Lender' Agent (as opposed to a distribution from issuer directly). 3.6 4.8 Except as provided in Sections 10 13 and 11 15 hereunder, Lender's Agent Lender shall be obligated to return the Collateral to Borrower upon the return to Lender's Agent Lender of the Borrowed Securities. 4.9 As further security, the Custodial Collateral will secure, and this Agreement and the Collateral Documents will secure the Loan Obligations. The Borrower hereby grants to and for the benefit of Lender, as security for the Loan Obligations, a security interest in the Borrower’s right, title, and interest in and to the Custodial Collateral, in each case whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising. On demand, the Borrower shall deliver the Custodial Collateral to Lender or its Affiliates and will enter into appropriate Collateral Documents as required by the Lender and to the extent that the Relevant Custodian with respect any Custodial Collateral is a Third Party or an Affiliate of the Lender. Such security interest shall survive the termination of this Agreement to the extent necessary in order for Borrower to repay any outstanding Loan Obligations. The parties acknowledge that value has been given. 4.10 Unless the Borrower otherwise directs Lender, Lender shall, acting as agent for the Borrower, and at the expense of the Borrower, use commercially reasonable efforts to take such actions on the Borrower’s behalf as Lender believes are necessary or appropriate to cause the Borrower to comply with Lender’s instructions pursuant to this Section 4, provided that State Street shall cease to act in such agency capacity if an Event of Default has occurred and is continuing.