Common use of Lender’s Remedies Clause in Contracts

Lender’s Remedies. If (a) any Default shall occur in respect of which Borrower is the defaulting party or (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Default shall occur in respect of which Borrower is the defaulting party or (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘'preferences’ ' or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s 's obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Default shall occur in respect of which Borrower is the defaulting party or (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof (such market value obtained from a generally recognized source or the last bid quotation from such a source at the end of the primary trading session established by the principal market for such security on a Business Day) on the day of the Default (or on the date of the event referred to in (b) above, as the case may be)it exercises such right, and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If Upon the occurrence of a Default under Section 11 entitling Lender to terminate the Loan (a) any other than a Default shall occur in respect of which resulting from the failure by Borrower is the defaulting party or (b) to transfer Collateral to Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way as required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsby Section 3.1), Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("REPLACEMENT SECURITIES") in the principal market for such securities, (ii) or to treat the Loaned Securities as having been in a commercially reasonable manner (it being understood that it would be commercially reasonable if on each Business Day immediately following the date on which Lender receives notice of such Default, Lender purchases a number of Securities no less than 10% but no more than 15% of the average daily trading volume reported for such Securities during the four calendar weeks preceding the week in which such purchase is to be effected (or, if the remaining number of such Securities to be purchased is less than 10% of such average daily trading volume, such remaining number of the securities to be purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in Lender)), (b) above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amountssell any Collateral, if any, pledged to Lender at the time, in the principal market for such Collateral in a commercially reasonable manner and (c) to apply and set off the Collateral and any proceeds thereof against the payment of the purchase price for such Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral Collateral, if any, and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligation with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of the Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, if any, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, thereon at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day cost to day, Lender to borrow the funding necessary for its payment of such purchase price from the date of purchase of such purchase Replacement Securities until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held amount by Lender and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, if any, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies including, without limitation, reasonable legal fees and expensesobtained from a generally recognized source or the most recent closing bid quotation from such a source. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Default shall occur in respect of which Borrower is the defaulting party or (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘'preferences’ ' or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If On default by the Borrower under this Mortgage, the Lender may, at its option and in any order that it chooses, exercise any one or more of the following remedies: (a) demand payment of the Outstanding Principal Amount together with accrued interest thereon and any Default shall occur in respect of which Borrower is the defaulting party or other monies secured by this Mortgage; (b) xxx the Borrower, the Covenantor or any other person liable for payment of the monies secured by this Mortgage, for repayment of the Outstanding Principal Amount together with accrued interest thereon and any other monies secured by this Mortgage; (c) take any and all legal steps and court proceedings which the Lender is obligated in its absolute discretion deems necessary to redelivercompel the Borrower to observe and perform the covenants and agreements hereunder; (d) without notice to or the concurrence of any person, with or without entering into possession of the Lands, lease or sell all or part of the Lands by public auction or private sale, or is partly in one way and partly another, for such price as can reasonably be obtained and on such terms as to credit and otherwise deprived and with such conditions of its rights to, any Loaned Securities after their returnsale and stipulations as to title, or is in any way required to pay their value evidence, or any related sum overcommencement of title, or otherwise, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, the Lender shall have the rightdeem proper and, in addition to any other remedies provided herein connection with such lease or under applicable law (without further notice to Borrower)sale, the following provisions shall apply: (i) to purchase, within a commercially reasonable time (taking into consideration the nature Lender may rescind or vary any contract for sale of the market Lands or a part thereof and re-sell, without being answerable for any loss occasioned thereby; and for any of such purposes make and execute all agreements and assurances the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, Lender deems fit; (ii) no purchaser or lessee shall be bound to treat enquire into the Loaned Securities as having been purchased legality, propriety or regularity of any such sale or lease or be affected by Borrower at a purchase price equal to the market value thereof on the day notice of the Default (any impropriety or on the date of the event referred to in (b) above, as the case may be)irregularity, and may apply the Collateral to the payment no lack or default or want of such purchase (whether actual notice or deemed), after deducting therefrom all amountspublication, if any, due required shall invalidate any sale or lease, and the Lender under Sections 4, 7, 14 shall not be liable for any loss which may arise by any such sale or lease; and 17 hereof. Lender may also apply the Collateral to title of any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and such purchaser or lessee upon a sale or lease shall not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for be impeached on the amount ground that such power had been unauthorized, or improperly or irregularly exercised, or that notice had not been given or had been given improperly; (iii) any person who is adversely affected by an unauthorized, improper or irregular exercise of such excess (plus all amountsthe power of sale or lease shall have his, her or their remedy, if any, against the person exercising such power in damages only; (iv) until such sale or sales are made, the Lender shall stand possessed of the Rents and profits of the Lands if the Lender takes possession of them on default and after such sale or sales shall stand possessed of the proceeds from such sales, in trust upon payment of, firstly, all the expenses incident to the sales, leases, conveyances, or attempted sales, leases or conveyances, secondly, all costs, charges, damages and expenses of the Lender relating to Taxes, prior charges, if any, Leasehold Rents, insurance premiums, repairs, utilities and any other monies which the Lender may have paid relating to the Lands, thirdly, all interest and costs then due in respect of this Mortgage, fourthly, the Outstanding Principal Amount, fifthly, amounts owing to Lender hereundersubsequent encumbrancers, if any, and the residue, shall be paid to the Borrower as the Borrower may direct; and (v) together with interest on all such amounts, in the case of purchases a sale on credit or for part cash and part credit, the Lender shall only be liable to account for monies actually received; (e) distrain upon any goods upon the Lands and by distress warrant to recover by way of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and rent reserved as in the case of purchases a demise of any other securities (the Lands as much of the principal, interest or other amountsmonies secured by this Mortgage as shall from time to time be in arrears, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and together with all other reasonable costs, fees charges and expenses related to such purchase or exercise of remedies (including, without limitation, reasonable legal fees and expenses. Upon disbursements on a full indemnification basis and in no event less than on a solicitor and client basis) related to such distress as in like cases of distress for rent; and the satisfaction Borrower hereby waives, on the (i) exercise of such right and license, all obligations hereunderrights to exemption from seizure and distress under any law whatsoever; without notice to or the concurrence of any person, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision enter on the Lands and without limiting the generality of the Agreementforegoing, make such arrangements for completing the construction of, repairing or putting in order any buildings or Fixtures on the Lands, or for inspecting, taking care of, leasing, collecting the Rents of, and generally managing the Lands as the Lender shall not may deem expedient and no action taken by the Lender pursuant to this section 26(f) will make the Lender a mortgagee in possession; appoint a receiver (which term as used herein includes a receiver manager) of the Lands, or any part thereof, in accordance with section 40; take any and all legal steps and court proceedings to realize on the security created by this Mortgage, including applying to a court of competent jurisdiction for an order foreclosing the equity of redemption of the Borrower in the Lands or an order that the Lands be obligated sold on terms approved by such court; and take any and all other legal steps and court proceedings available to make any payment to Borrower under the Agreement or a mortgagee at law and in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time maturedequity.

Lender’s Remedies. 13.1 In the event of any Default by Borrower under Section 12 hereof, and upon notice of termination by Lender, Borrower shall forthwith Redeliver the Loaned Securities to Lender. If Borrower fails to do so: (a) any Default shall occur in respect of which Borrower is the defaulting party or (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the right, in addition and without prejudice to any other remedies rights provided herein or under applicable law (without further law, upon one Business Day's notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities in the respective principal market markets for such securitiessecurities and, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchasethereupon, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of such securities purchased under this Section 12 shall include and all broker’s fees and 's fees, commissions and all other reasonable costs, fees and expenses related to such purchase (collectively the "Lender's Liquidated Damages"). Upon such purchase, Borrower's obligation to return such Loaned Securities shall be replaced by its obligation to pay the Lender's Liquidated Damages. Lender shall give Borrower oral notice of the details of any such purchase that Business Day and shall deliver to Borrower written confirmation of same the next Business Day. (b) Lender shall be entitled to sell all or exercise any portion of remedies includingthe non-cash Collateral in the respective principal markets for such non-cash Collateral and to apply the net proceeds of such sales (after deducting from the gross proceeds all broker's fees, without limitationcommissions and all other reasonable costs, reasonable legal fees and expenses. Upon expenses related to such sales) together with any cash Collateral (collectively the satisfaction of "Lender's Proceeds") to satisfy the Lender's Liquidated Damages and all obligations hereunderother amounts due to Lender hereunder (collectively the "Borrowers's Total Obligations"). (c) If the Lender's Proceeds amount to less than the Borrower's Total Obligations, any remaining Collateral Borrower shall be liable to Lender for such difference together with interest on such amount and on accrued interest at the Prime Rate, calculated daily, until such amount and such interest is paid in full. (d) If the Lender's Proceeds exceed the Borrower's Total Obligations, such excess shall be returned to Borrower. Notwithstanding any provision of the Agreement, by Lender shall not be obligated to make any payment to Borrower under together with any Collateral remaining. 13.2 The Borrower shall indemnify and save harmless the Agreement Lender from all costs, charges or in respect expenses, including reasonable legal, accounting and other fees which the Lender may incur as a result of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time maturedBorrower.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the May 1993 - Master Securities Loan Agreement - 9 Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securitiesCollateral in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate, Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If 12.1 If: (a) any Default shall occur in respect of which Borrower is the defaulting party or party; or (b) Lender is becomes obligated to redeliverreturn, or is otherwise deprived of its rights to, any Loaned Securities after their returnreturn to Lender, or Lender is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘"preferences’ " or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (or in equity and without further notice to Borrower), : (ia) to purchase, within in a commercially reasonable time and manner (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securities, ; or (iib) to sell any Collateral in the principal market for such Collateral in a commercially reasonable time and manner (taking into consideration the nature of the market for the Collateral) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value Market Value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), ; and (c) to apply and may apply set off the Collateral to (including any amounts drawn under a Letter of Credit supporting any Loan) and any proceeds thereof against the payment of such the purchase (whether actual or deemed), after deducting therefrom all amounts, if any, price for any Replacement Securities and any amounts due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that Lender exercises such rights, Borrower's obligation to return a like amount of Loaned Securities shall terminate. 12.2 In the event that the purchase price of Replacement Securities, plus any and all amounts due to Lender hereunder, exceeds the market value Market Value of the Collateral on the date of purchasethe Replacement Securities are purchased, Borrower shall be liable to Lender for the amount of such excess (plus all amountsexcess, if any, due to Lender hereunder) together with interest on all such amountsexcess at a per annum rate that, in the case of purchases of Foreign Securities, at a per annum rate is equal to LIBOR plus two (2%) percent, and in the case of purchases of any other securities (or and all other amounts, if any, amounts due to Lender hereunder) at a per annum rate , that is equal to the Fed Funds Rate plus two (2%) percent, in each case as it fluctuates such rates fluctuate from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, and Borrower hereby grants to Lender, as security for Borrower’s 's obligation to pay such excess, a security interest in any property of Borrower (including, without limitation, the Collateral) then held by Lender or the Account and a right of setoff against any such property of Borrower then held by Lender and against any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after the deduction of, broker’s fees 's fees, taxes and commissions and all other reasonable costs, fees and expenses related to such purchase or sale or to the exercise of Lender's remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If In addition to any other rights and remedies that Lender may have, whether under state, Federal or local law or by virtue of any agreement between Borrower and Lender, upon the occurrence and during the continuance of an Event of Default, Lender may: (a) Without notice to, or demand upon, Borrower: (i) discontinue making any Default further Loans; (ii) terminate this Agreement; (iii) declare all Obligations to be immediately due and payable, whereupon the principal of the Loans together with accrued interest thereon and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall occur in respect become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which Borrower is are hereby expressly waived by Borrower, anything contained herein or in any other Loan Document to the defaulting contrary notwithstanding; (iv) take possession of and sweep any and all funds located in the DIP Facility Account; and (v) renew, modify or extend any Receivable, grant waivers or indulgences with respect to any Receivable, accept partial payments on any Receivable, release, surrender or substitute any security for payment of any Receivable, or compromise with, or release, any party liable on any Receivable in such a manner as Lender may, in its sole discretion deem advisable, all without affecting or diminishing Borrower’s Obligations to Lender. (b) With ten (10) days notice to Borrower, which notice shall be filed with the Bankruptcy Court: (i) require Borrower, at Borrower’s expense, to assemble the Collateral and make the Collateral available to Lender is obligated at locations reasonably convenient to redeliver, or is otherwise deprived Lender and Borrower; (ii) take possession of its rights to, any Loaned Securities after their return, or is in any way required to pay their value all or any related sum overportion of the Collateral, as a result wherever located, and enter on any of the premises where any bankruptcyof the Collateral may be and remove, insolvency, liquidation, reorganization, repair and store any of the Collateral until it is sold or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, otherwise disposed of (Lender shall have the rightright to store, without charge, all or any portion of the Collateral at any of Borrower’s business locations); and/or (iii) sell or otherwise dispose of all or any portion of the Collateral at public or private sale for cash or credit, with such notice as may be required by law (in the absence of any contrary requirement, Borrower agrees that ten (10) days prior notice of a public or private sale of the Collateral is reasonable), in addition lots or in bulk, all as Lender, in its sole discretion, may deem advisable. Lender shall have the right to conduct any other remedies provided herein or under applicable law (such sales, without further notice to charge, at Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof’s business locations. Lender may also apply the Collateral to purchase all or any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value portion of the Collateral on at public sale and, if permitted by law, at private sale and, in lieu of actual payment of the date of purchasepurchase price, Borrower shall be liable to Lender for may offset the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in price against the case outstanding amount of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender Loans and any other amount payable by Lender amounts owing from Borrower to BorrowerLender. The purchase price Proceeds realized from the sale of securities purchased under this Section 12 shall include broker’s fees and commissions and all other any Collateral will be applied in the following order: (A) to the reasonable costs, expenses and attorneys’ fees incurred by Lender in connection with the collection, acquisition, protection and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision sale of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan Collateral; (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwiseB) to any accrued and unpaid interest owing from Borrower to Lender, whether or not such obligations have at the time matured.; and

Lender’s Remedies. If (a) any Default shall occur in respect of Notwithstanding anything to the contrary herein, if Borrower is required to return Loaned Shares pursuant to Section 4 and, on the date on which Borrower is required to return Loaned Shares pursuant to Section 4, the defaulting party purchase of Common Stock by Borrower in an amount equal to all or any portion of the number of Loaned Shares to be delivered to Lender shall 1) be prohibited by any law, rules or regulation of any governmental authority to which it is or would be subject, 2) violate, or would upon such purchase likely violate, any order or prohibition of any court, tribunal or other governmental authority, 3) require the prior consent of any court, tribunal or governmental authority prior to any such repurchase or 4) subject Borrower, in the commercially reasonable judgment of Borrower, to any liability or potential liability under any applicable federal securities laws (other than Section 11 and Section 16(b) of the Exchange Act or illiquidity in the market for Common Stock, in which events Section 4(d) hereof shall govern) (each of (i), (ii), (iii) and (iv), a “Legal Obstacle”), then, in each case, Borrower shall immediately notify Lender of the Legal Obstacle and the basis therefor, whereupon Borrower’s obligation to deliver Loaned Shares to Lender shall be suspended until such time as no Legal Obstacle with respect to such obligations shall exist (a “Repayment Suspension”). Following the occurrence of and during the continuation of any Repayment Suspension, Borrower shall use its reasonable best efforts to remove or cure the Legal Obstacle as soon as practicable; provided that, to the extent such Legal Obstacle is caused, directly or indirectly by Lender (including a bankruptcy or insolvency of Lender), Lender shall promptly reimburse all reasonable costs and expenses (including legal counsel to Borrower) incurred or, at Borrower’s election, provide reasonably adequate surety or guarantee for any such costs and expenses that may be incurred by Borrower, in each case in removing or curing such Legal Obstacle. If Borrower is unable to remove or cure the Legal Obstacle within a reasonable period of time under the circumstances, Borrower shall pay to Lender, in lieu of the delivery of Loaned Shares otherwise required to be delivered, an amount in immediately available funds (the “Replacement Cash”) equal to the product of the Closing Price as of the Business Day immediately preceding the date Borrower makes such payment and the number of Loaned Shares otherwise required to be delivered. (b) If Borrower shall fail to deliver Loaned Shares to Lender on the due date when any Loan is obligated to redeliver, terminated under Section 4 or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required Borrower shall fail to pay their value or any related sum overthe Replacement Cash to Lender in accordance with Section 10(a) above (to the extent Borrower is permitted and elects to pay Replacement Cash), as a result of any bankruptcythen, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the rightin either case, in addition to any other remedies provided herein available to Lender under this Agreement or under applicable law law, Lender shall have the right (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount number of the Loaned Securities shares of Common Stock (and, Non-Cash Distributions, if applicable pursuant to Section 5(b)) (“Replacement Shares”) in the principal market for such securities, securities in a commercially reasonable manner (ii) or to treat and Lender shall promptly notify Borrower of the Loaned Securities as having been purchased by Borrower at a aggregate purchase price equal to the market value thereof on the day of the Default (or on Replacement Shares upon the date exercise of the event referred such right); provided that Lender shall not be permitted to exercise its right to purchase Replacement Shares if Borrower is delivering Loaned Shares to Lender in (b) above, as the case may beaccordance with Section 4(d), and may apply provided further that if any Repayment Suspension or failure to deliver shall exist and be continuing, Lender shall not be permitted to exercise its right to purchase Replacement Shares unless Borrower shall fail to deliver the Collateral Loaned Shares or pay the Replacement Cash to Lender in accordance with Section 10(a) above. To the payment of extent Lender shall exercise such purchase (whether actual or deemed)right, after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral Borrower’s obligation to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect return a like amount of Loaned Securities. In Shares or to pay the event the purchase price exceeds the market value of the Collateral on the date of purchaseReplacement Cash, as applicable, shall terminate and Borrower shall be liable to Lender for the amount purchase price of such excess Replacement Shares (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower). The purchase price of securities Replacement Shares purchased under this Section 12 10 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase and sale. In the event Lender exercises its rights under this Section 10, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Shares, to be deemed to have made such purchase of Replacement Shares for an amount equal to the Closing Price of the Common Stock on the date Lender elects to exercise this remedy. The parties hereby agree that repurchase of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction Replacement Shares in a manner intended to allow the Lender to avail itself of all obligations hereunder, any remaining Collateral the safe harbor provided by Rule 10b-18 under the Exchange Act shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time maturedconsidered commercially reasonable.

Lender’s Remedies. If an Event of Default shall occur under the Credit Agreement, Lender shall have all of its rights and remedies under the Credit Agreement, and, in addition thereto: (a) Lender, without obligation to resort to other security, shall have the right at any Default time and from time to time to sell, resell, assign and deliver, in its discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof, on any securities 130 exchange on which the Pledged Securities or other securities or any of them may be listed, or at public or private sale, at Lender's premises or elsewhere, for cash, upon credit or for future delivery, and in connection therewith Lender may grant options, Pledgor hereby waiving and releasing any and all equity or right of redemption. If any of the Pledged Securities are sold by Lender upon credit or for future delivery, Lender shall occur not be liable for the failure of the purchaser to purchase or pay for the same and, in respect the event of which Borrower is any such failure, Lender may resell such Pledged Securities. In no event shall Pledgor be credited with any part of the defaulting party or proceeds of sale of any Pledged Securities until cash payment thereof has actually been received by Lender; and (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable entitled to Lender for exercise all rights and to enjoy all benefits of Pledgor under the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Pledged Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees the right to enforce any rights of Pledgor with respect to the Pledged Securities, and expenses. Upon to receive, retain and apply to the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision payment of the Agreement, Lender shall not be obligated to make Credit Agreement and the Obligations any payment to Borrower and all monies paid upon or for the account of Pledgor under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time maturedPledged Securities.

Lender’s Remedies. If On default by the Borrower under this Mortgage, the Lender may, at its option and in any order that it chooses, exercise any one or more of the following remedies: (a) demand payment of the Outstanding Principal Amount together with accrued interest thereon and any Default shall occur in respect of which Borrower is the defaulting party or other monies secured by this Mortgage; (b) xxx the Borrower, the Covenantor or any other person liable for payment of the monies secured by this Mortgage, for repayment of the Outstanding Principal Amount together with accrued interest thereon and any other monies secured by this Mortgage; (c) take any and all legal steps and court proceedings which the Lender is obligated in its absolute discretion deems necessary to redelivercompel the Borrower to observe and perform the covenants and agreements hereunder; (d) on thirty days’ notice given to such persons and in such manner and form as provided under the Conveyancing Act, without entering into possession of the Lands, lease or sell all or part of the Lands by public auction or private sale, or is partly in one way and partly another, for such price as can reasonably be obtained and on such terms as to credit and otherwise deprived and with such conditions of its rights to, any Loaned Securities after their returnsale and stipulations as to title, or is in any way required to pay their value evidence, or any related sum overcommencement of title, or otherwise, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, the Lender shall have the rightdeem proper and, in addition connection with such lease or sale, the following provisions shall apply subject to any other remedies provided herein or under applicable law (without further notice to Borrower), the requirements of the Conveyancing Act: (i) to purchase, within a commercially reasonable time (taking into consideration the nature Lender may rescind or vary any contract for sale of the market Lands or a part thereof and re-sell, without being answerable for any loss occasioned thereby; and for any of such purposes make and execute all agreements and assurances the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, Lender deems fit; (ii) no purchaser or lessee shall be bound to treat enquire into the Loaned Securities as having been purchased legality, propriety or regularity of any such sale or lease or be affected by Borrower at a purchase price equal to the market value thereof on the day notice of the Default (any impropriety or on the date of the event referred to in (b) above, as the case may be)irregularity, and may apply the Collateral to the payment no lack or default or want of such purchase (whether actual notice or deemed), after deducting therefrom all amountspublication, if any, due required shall invalidate any sale or lease, and the Lender under Sections 4, 7, 14 shall not be liable for any loss which may arise by any such sale or lease; and 17 hereof. Lender may also apply the Collateral to title of any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and such purchaser or lessee upon a sale or lease shall not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for be impeached on the amount ground that such power had been unauthorized, or improperly or irregularly exercised, or that notice had not been given or had been given improperly; (iii) any person who is adversely affected by an unauthorized, improper or irregular exercise of such excess (plus all amountsthe power of sale or lease shall have his, her or their remedy, if any, against the person exercising such power in damages only; (iv) until such sale or sales are made, the Lender shall stand possessed of the Rents and profits of the Lands if the Lender takes possession of them on default and after such sale or sales shall stand possessed of the proceeds from such sales, in trust upon payment of, firstly, all the expenses incident to the sales, leases, conveyances, or attempted sales, leases or conveyances, secondly, all costs, charges, damages and expenses of the Lender relating to Taxes, prior charges, if any, Leasehold Rents, insurance premiums, repairs, utilities and any other monies which the Lender may have paid relating to the Lands, thirdly, all interest and costs then due in respect of this Mortgage, fourthly, the Outstanding Principal Amount, fifthly, amounts owing to Lender hereundersubsequent encumbrancers, if any, and the residue, shall be paid to the Borrower as the Borrower may direct; and (v) together with interest on all such amounts, in the case of purchases a sale on credit or for part cash and part credit, the Lender shall only be liable to account for monies actually received; (e) distrain upon any goods upon the Lands and by distress warrant to recover by way of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and rent reserved as in the case of purchases a demise of any other securities (the Lands as much of the principal, interest or other amountsmonies secured by this Mortgage as shall from time to time be in arrears, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and together with all other reasonable costs, fees charges and expenses related to such purchase or exercise of remedies (including, without limitation, reasonable legal fees and expenses. Upon disbursements on a full indemnification basis and in no event less than on a solicitor and client basis) related to such distress as in like cases of distress for rent; and the satisfaction Borrower hereby waives, on the exercise of such right and license, all obligations hereunderrights to exemption from seizure and distress under any law whatsoever; (f) without notice to or the concurrence of any person, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision enter on the Lands and without limiting the generality of the Agreementforegoing, make such arrangements for completing the construction of, repairing or putting in order any buildings or Fixtures on the Lands, or for inspecting, taking care of, leasing, collecting the Rents of, and generally managing the Lands as the Lender shall not may deem expedient and no action taken by the Lender pursuant to this section 26(f) will make the Lender a mortgagee in possession; appoint a receiver (which term as used herein includes a receiver manager) of the Lands, or any part thereof, in accordance with section 40; take any and all legal steps and court proceedings to realize on the security created by this Mortgage, including applying to a court of competent jurisdiction for an order foreclosing the equity of redemption of the Borrower in the Lands or an order that the Lands be obligated sold on terms approved by such court; and take any and all other legal steps and court proceedings available to make any payment to Borrower under the Agreement or a mortgagee at law and in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time maturedequity.

Lender’s Remedies. If (a) Notwithstanding anything to the contrary herein, if, (i) Lender terminates any Default shall occur Loan pursuant to Section 9, (ii) all outstanding Loans terminate pursuant to Section 4(b) or (iii) Borrower is required to return Loaned Shares pursuant to Section 4(d) and, in respect any such case, at the time of such termination or on the date on which Borrower is required to return Loaned Shares pursuant to Section 4(d), as the defaulting party case may be, the purchase of Common Stock in an amount equal to all or any portion of the number of Loaned Shares to be delivered to Lender in accordance with Section 4 shall (A) be prohibited by any law, rules or regulation of any governmental authority to which it is or would be subject, (B) violate, or would upon such purchase likely violate, any order or prohibition of any court, tribunal or other governmental authority, (C) require the prior consent of any court, tribunal or governmental authority prior to any such repurchase or (D) subject Borrower, in the commercially reasonable judgment of Borrower, to any liability or potential liability under any applicable federal securities laws (including, without limitation, Section 16 of the Exchange Act) (each of (A), (B), (C) and (D), a “Legal Obstacle”), then, in each case, Borrower shall immediately notify Lender of the Legal Obstacle and the basis therefor, whereupon Borrower’s obligations under Section 4 shall be suspended until such time as no Legal Obstacle with respect to such obligations shall exist (a “Repayment Suspension”). Following the occurrence of and during the continuation of any Repayment Suspension, Borrower shall use commercially reasonable efforts to remove or cure the Legal Obstacle as promptly as reasonably practicable. If Borrower is unable to remove or cure the Legal Obstacle within five Business Days of the termination of the Loan by Lender under Section 9, the termination of the Loan under Section 4(b) or the date on which Borrower is required to return Loaned Shares pursuant to Section 4(d), as the case may be, Borrower shall pay to Lender, in lieu of the delivery of Loaned Shares in accordance with Section 4, an amount in immediately available funds (the “Replacement Cash”) equal to the product of the Closing Price as of the Business Day immediately preceding the date Borrower makes such payment and the number of Loaned Shares otherwise required to be delivered. (b) If Borrower shall fail to deliver Loaned Shares to Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirementSection 4(c) when due, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the rightthen, in addition to any other remedies provided herein available to Lender under this Agreement or under applicable law law, Lender shall have the right (without further upon prior written notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount number of the Loaned Securities shares of Common Stock (“Replacement Shares”) in the principal market for such securitiessecurities in a commercially reasonable manner; provided that if any Repayment Suspension or failure to deliver shall exist and be continuing, (iiLender may not exercise its right to purchase Replacement Shares unless Borrower shall fail to deliver the Loaned Shares or pay the Replacement Cash to Lender when due in accordance with Section 10(a) above. To the extent Lender shall exercise such right, Borrower’s obligation to return a like amount of Loaned Shares or to treat pay the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) aboveReplacement Cash, as the case may be)applicable, shall terminate and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for the amount purchase price of such excess Replacement Shares (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal ), all of which shall be due and payable within three Business Days of notice to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrowerof the aggregate purchase price of the Replacement Shares. The purchase price of securities Replacement Shares purchased under this Section 12 10(b) shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time maturedpurchase.

Lender’s Remedies. If (a) Upon the termination of any Loan by Lender under Section 11, Borrower may, with the prior written consent of Lender (which consent may be withheld at Lender’s sole discretion; provided however that, Lender shall not withhold such request if Borrower as a result would unavoidably become, directly or indirectly, a Beneficial Owner of more than 9.9% of the shares of Common Stock outstanding at such time), in lieu of the delivery of Loaned Shares to Lender in accordance with Section 6, pay to Lender, no later than one Business Day following notice of such Default shall occur to Borrower, an amount in immediately available funds (the “Replacement Cash”) equal to the product of the Closing Price as of the date of such notice of Default and the number of Loaned Shares otherwise required to be delivered; provided that if Lender consents to the delivery of Replacement Cash, Borrower may direct the Collateral Agent to deliver to Lender any Collateral held by the Collateral Agent in respect of which Borrower the Loan so terminated and, to the extent the Market Value of any such Collateral delivered to Lender is less than the defaulting party or required amount of Replacement Cash, pay to Lender such difference in immediately available funds. Any Collateral in respect of the Loan so terminated that is not so delivered to Lender pursuant to this clause shall, upon payment in full of the Replacement Cash to Lender, be immediately delivered by Collateral Agent to Borrower. (b) Notwithstanding anything to the contrary herein, if, upon the termination of any Loan by Lender under Section 11 and, at the time of such termination, the purchase of Common Stock in an amount equal to the Loaned Shares to be delivered to Lender in accordance with Section 6 shall (i) be prohibited by any law, rules or regulation of any governmental authority to which it is obligated to redeliveror would be subject, (ii) violate, or is otherwise deprived of its rights towould upon such purchase likely violate, any Loaned Securities after their return, order or is in any way required to pay their value or any related sum over, as a result prohibition of any bankruptcycourt, insolvency, liquidation, reorganization, tribunal or other similar proceeding relating to Borrower governmental authority or pursuant (iii) require the prior consent of any court, tribunal or governmental authority prior to any legal requirementsuch repurchase (each of (i), including without limitation (ii) and (iii), a (“Legal Obstacle”), then, in each case, Borrower shall immediately notify Lender of the Legal Obstacle and the basis therefor, whereupon Borrower’s obligations under Section 6 shall be suspended until such time as no Legal Obstacle with respect to such obligations shall exist (a “Repayment Suspension”). Borrower and Borrowing Agent shall use their respective commercially reasonable best efforts to remove any laws relating to so-called ‘preferences’ or preferential paymentssuch Legal Obstacle as promptly as practicable. Upon notification of a Repayment Suspension and for so long as the Repayment Suspension shall continue during any Pledge Period, Lender shall have the right, exercisable in it sole discretion, to direct the Collateral Agent to, and the Collateral Agent upon receipt of the written request of Lender (with a copy to Borrower) shall, release to Lender an amount of Collateral with a Market Value equal to the Market Value of all (or such fewer number as Lender may specify) of the Loaned Shares that are the subject of the Repayment Suspension, whereupon the Borrower’s obligation to return the specified number of Loaned Shares to the Lender shall be automatically extinguished. (c) If Borrower shall fail to deliver Loaned Shares to Lender pursuant to Section 6 when due or shall fail to pay the Replacement Cash to Lender when due in accordance with Section 12(a) or (b) above (to the extent Borrower is permitted and elects to pay Replacement Cash), then, in either case, in addition to any other remedies provided herein available to Lender under this Agreement or under applicable law law, Lender shall have the right (without further notice to Borrower), ) to (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities Shares (“Replacement Shares”) in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat sell any Collateral in the Loaned Securities as having been purchased by Borrower at principal market for such Collateral in a purchase price equal to commercially reasonable manner and (iii) apply and set off the market value thereof on the day of the Default (or on the date of the event referred to in (b) aboveCollateral, as the case may be)if any, and may apply the Collateral to any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such Replacement Shares and any amounts due to Lender under this Agreement. To the extent Lender shall exercise such right, Borrower’s obligation to return a like amount of Loaned Shares or to pay the Replacement Cash, as applicable, shall terminate and Borrower shall be liable to Lender for the purchase price of Replacement Shares (whether actual or deemed), after deducting therefrom plus all other amounts, if any, due to Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securitieshereunder). In the event that (i) the purchase price of Replacement Shares (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, if any, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Shares purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase and sale. In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Shares or selling all or a portion of the Collateral, if any, to be deemed to have made, respectively, such purchase of Replacement Shares or sale of Collateral for an amount equal to the Closing Price of the Common Stock on the date Lender elects to exercise of remedies including, without limitation, reasonable legal fees and expensesthis remedy. Upon the satisfaction of all Borrower’s obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights. Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (c) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of set off with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12. Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If an Event of Default shall occur under the Credit Agreement, Lender shall have all of its rights and remedies under the Credit Agreement, and, in addition thereto: (a) Lender, without obligation to resort to other security, shall have the right at any Default time and from time to time to sell, resell, assign and deliver, in its discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof, on any securities exchange on which the Pledged Securities or other securities or any of them may be listed, or at public or private sale, at Lender's premises or elsewhere, for cash, upon credit or for future delivery, and in connection therewith Lender may grant options, Pledgor hereby waiving and releasing any and all equity or right of redemption. If any of the Pledged Securities are sold by Lender upon credit or for future delivery, Lender shall occur not be liable for the failure of the purchaser to purchase or pay for the same and, in respect the event of which Borrower is any such failure, Lender may resell such Pledged Securities. In no event shall Pledgor be credited with any part of the defaulting party or proceeds of sale of any Pledged Securities until cash payment thereof has actually been received by Lender; and (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable entitled to Lender for exercise all rights and to enjoy all benefits of Pledgor under the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Pledged Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees the right to enforce any rights of Pledgor with respect to the Pledged Securities, and expenses. Upon to receive, retain and apply to the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision payment of the Agreement, Lender shall not be obligated to make Credit Agreement and the Obligations any payment to Borrower and all monies paid upon or for the account of Pledgor under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time maturedPledged Securities.

Lender’s Remedies. If 12.1 If: (a) any Default shall occur in respect of which Borrower is the defaulting party or party; or (b) Lender is becomes obligated to redeliverreturn, or is otherwise deprived of its rights to, any Loaned Securities after their returnreturn to Lender, or Lender is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘"preferences’ " or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (or in equity and without further notice to Borrower), : (ia) to purchase, within in a commercially reasonable time and manner (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securities, ; or (iib) to sell any Collateral in the principal market for such Collateral in a commercially reasonable time and manner (taking into consideration the nature of the market for the Collateral) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value Market Value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), ; and (c) to apply and may apply set off the Collateral to (including, any amounts drawn under a Letter of Credit supporting any Loan) and any proceeds thereof against the payment of such the purchase (whether actual or deemed), after deducting therefrom all amounts, if any, price for any Replacement Securities and any amounts due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that Lender exercises such rights, Borrower's obligation to return a like amount of Loaned Securities shall terminate. 12.2 In the event that the purchase price of Replacement Securities, plus any and all amounts due to Lender hereunder, exceeds the market value Market Value of the Collateral on the date of purchasethe Replacement Securities are purchased, Borrower shall be liable to Lender for the amount of such excess (plus all amountsexcess, if any, due to Lender hereunder) together with interest on all such amountsexcess at a per annum rate that, in the case of purchases of Foreign Securities, at a per annum rate is equal to LIBOR plus two (2%) percent, and in the case of purchases of any other securities (or and all other amounts, if any, amounts due to Lender hereunder) at a per annum rate , that is equal to the Fed Funds Rate plus two (2%) percent, in each case as it fluctuates such rates fluctuate from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, and Borrower hereby grants to Lender, as security for Borrower’s 's obligation to pay such excess, a security interest in any property of Borrower (including, without limitation, the Collateral) then held by Lender or the Account and a right of setoff against any such property of Borrower then held by Lender and against any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after the deduction of, broker’s fees 's fees, taxes and commissions and all other reasonable costs, fees and expenses related to such purchase or sale or to the exercise of Lender's remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Upon occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 ----------------- entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at securities in a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in commercially reasonable manner (b) above, as to sell and Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If 12.1 If: (a) any Default shall occur in respect involving Borrower or an Affiliate of which Borrower is the defaulting party or under Section 11 hereof; or (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganizationreorganiza­tion, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘“preferences’ ” or preferential payments, Lender becomes obligated to return, or is otherwise deprived of its rights to, any Loaned Securities after their return to Lender, or Lender is in any way required to pay their value or any related sum over, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (or in equity and without further notice to Borrower), : (i) to purchase, within in a commercially reasonable time and manner (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities (“Replace­ment Securities”) in the principal market for such securities, ; or (ii) to sell any Collateral in the principal market for such Collateral in a commercially reasonable time and manner (taking into consideration the nature of the market for the Collateral) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value Market Value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), ; and (iii) to apply and may apply set off the Collateral to (including any amounts drawn under a Letter of Credit supporting any Loan) and any proceeds thereof against the payment of such the purchase (whether actual or deemed), after deducting therefrom all amounts, if any, price for any Replacement Securities and any amounts due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that Lender exercises such rights, Borrower's obligation to return a like amount of Loaned Securities shall terminate. 12.2 In the event the purchase price of Replacement Securities, plus any and all amounts due to Lender hereunder, exceeds the market value Market Value of the Collateral on the date of purchasethe Replacement Securities are purchased, Borrower shall be liable to Lender for the amount of such excess (plus all amountsexcess, if any, due to Lender hereunder) together with interest on all such amountsexcess at a per annum rate that, in the case of purchases of Foreign Securities, at a per annum rate is equal to LIBOR plus 2%LIBOR, and in the case of purchases of any other securities (or and all other amounts, if any, amounts due to Lender hereunder) at a per annum rate , that is equal to the Fed Funds Rate plus 2%Rate, in each case as it fluctuates such rates fluctuate from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, and Borrower hereby grants to Lender, as security for Borrower’s 's obligation to pay such excess, a security interest in or right of setoff against any property of Borrower (including, without limitation, the Collateral) then held by Lender and a right of setoff against such property and against any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after the deduction of, broker’s fees 's fees, taxes and commissions and all other reasonable costs, fees and expenses related to such purchase or sale or to the exercise of Lender's remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If The following rights and remedies of the Lender shall apply: (a) Upon the occurrence of any Default Event of Default, Lender may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Mortgagor and in and to the Property, including, without limitation, the following actions: i. declare the entire Obligations to be immediately due and payable; ii. institute an action to foreclose this Mortgage as to the total amount declared due and payable by Lender, together with all of the costs, expenses and disbursements of Lender, including, without limitation, a reasonable fee for Lender’s attorneys at all trial and appellate levels, as hereinafter set forth. The Property may be sold in one parcel, several parcels or groups of parcels, and Lender shall occur in respect of which Borrower be entitled to bid at the sale and, if Lender is the defaulting party or (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value highest bidder for the Property or any related sum overpart or parts thereof, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating Lender shall be entitled to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, purchase the same. Lender shall have the right, in addition after paying or accounting for all costs of said sale or sales, to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration credit the nature of the market for the Loaned Securities), a like amount of the Loaned Securities bid at the foreclosure sale upon the amount of the Obligations (in the principal market for such securities, (iiorder of priority set forth below) or to treat in lieu of cash payment. In case of a foreclosure and sale of the Loaned Securities as having been purchased by Borrower at a purchase price equal Property and of the application of the proceeds of said sale to the market value thereof on Obligations hereby secured, the day Lender shall be entitled to enforce payment of and to receive all amounts then remaining due and unpaid upon the Obligations from any and all security for said amounts and from any and all persons or entities (including the Mortgagor) under any agreement, guaranty or collateral undertaking to pay any portion of said amount. The proceeds of any foreclosure sale of the Default (or on Property, as well as any and all leases and rents realized therefrom, shall be distributed and applied in the date following order of priority to the extent of the event referred to in (b) abovefunds available therefrom: A. First, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 costs and 17 hereof. Lender may also apply the Collateral to any other obligation expenses of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value taking possession of the Collateral on Property and of holding, using, leasing, repairing, improving and selling the date of purchasesame, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable attorneys1, accountants’ receivers’ and brokers’ fees, all taxes, insurance premiums and other charges and all liens, security interests and other rights and interests equal or superior to the lien and security interest of this Mortgage; B. Second, to accrued but unpaid interest on the Note; C. Third, to the payment of the outstanding principal balance of the Note, in the direct order of maturity and to the payment of any other sums owed to Lender; and D. Fourth, to the Mortgagor. Upon any such foreclosure sale pursuant to judicial proceedings, the Lender may bid for and purchase the Property and, upon compliance with the terms of said sale, may hold, retain and possess and dispose of the Property in its own absolute right without further accountability to the Mortgagor. In any civil action to foreclose the lien hereof, there shall be allowed and included as part of the Obligations in the order of judgment for foreclosure and sale all expenditures and expenses which may be paid or incurred by or on behalf of the Lender for (without limitation) reasonable attorneys’ fees, appraisers’ fees, outlays for documentary and expert evidence, stenographers’ charges, publication costs, and costs (which may be estimated as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examinations, title insurance policies and similar data and insurance with respect to the title as the Lender may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property. iii. with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Mortgage for the portion of the Obligations then due and payable, subject to the continuing lien of this Mortgage for the balance of the Obligations not then due; iv. institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein, in the Note or the Loan Documents; v. recover judgment on the Note either before, during or after any proceedings for the enforcement of this Mortgage; vi. apply for the appointment of a trustee, receiver, liquidator or conservator of the Property, without notice and without regard for the adequacy of the security for the Obligations or the solvency of Mortgagor, any Guarantor or of any person, firm or other entity liable for the payment of the Obligations; vii. enforce Lender’s interest in the leases and rents and enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Mortgagor and its agents and servants therefrom, and thereupon Lender may: (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct the business thereat; (B) complete any construction on the Property in such manner and form as Lender deems advisable; (C) make alterations, additions, renewals, replacements and improvements to or on the Property to the extent required by applicable Governmental Authority (as defined in the Loan Agreement); (D) exercise all rights and powers of Mortgagor with respect to the Property, whether in the name of Mortgagor or otherwise, including, without limitation, the right to make, cancel, enforce or modify leases, obtain and evict tenants, and demand, sxx for, collect and receive all earnings, revenues, rents, issues, profits and other income of the Property and every part thereof in accordance with the terms of such Leases; and (E) apply the receipts from the Property to the payment of the Obligations, after deducting therefrom all expenses (including reasonable attorney fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the taxes, assessments, insurance premiums and other charges in connection with the Property, as well as just and reasonable compensation for the services of Lender, its counsel, agents and employees; or viii. pursue such other rights and remedies as may then be available at law and in equity. To the extent permitted presently or in the future by laws of the state in which the Property and Improvements are located, Lender may institute a proceeding or proceedings, judicial, or nonjudicial, by advertisement or otherwise, for the complete or partial foreclosure of this Mortgage or the complete or partial sale of the Property under a power of sale which power is hereby granted to Lender. In the event of a sale, by foreclosure or otherwise, of less than all of the Property, this Mortgage shall continue as a lien on the remaining portion of the Property. (b) No recovery of any judgment by Lender and no levy of an execution under any judgment upon the Property or upon any other property of Mortgagor shall affect in any manner or to any extent the lien of this Lender upon the Property or any part thereof, or any liens, rights, powers or remedies of Lender hereunder, but such liens, rights, powers and remedies of Lender shall continue unimpaired as before. (c) In the event the Note is placed in the hands of an attorney for collection (whether suit be brought or not), or in case Lender shall become a party, either as plaintiff or as defendant, in any suit or legal proceeding in relation to the Property or the liens created in this Mortgage or the other Loan Documents, or for the recovery or protection of the Obligations, Mortgagor and any successor in title to the Property shall repay on demand all costs and expenses incurred by Lender arising therefrom, including reasonable attorneys’ and paralegals’ fees (whether incurred on the trial or at any appellate level), with interest on such costs and expenses at the Default Interest Rate until paid, together with all costs and expenses. Upon the satisfaction of all obligations hereunder, including attorneys’ and paralegals’ fees, incurred by Lender in connection with any remaining Collateral shall be returned to Borrower. Notwithstanding bankruptcy proceeding involving any provision person liable under or on account of the AgreementNote, Lender shall not be obligated to make or any payment to Borrower under person who might now have or hereafter acquire a record interest or other interest in the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to LenderProperty, whether or not there exists any default hereunder, including, by way of example but not by way of limitation, all costs and expenses, including reasonable attorneys’ and paralegals’ fees, incurred in connection with motions for relief from the automatic stay and adequate protection, proofs of claim and objections thereto, motions to dismiss or convert bankruptcy cases, approval of disclosure statements and any objections thereto, confirmation of plans of reorganization and any objections thereto, litigation involving preference and other avoidance powers, motions to value collateral, objections to the sale or use of collateral, and any and all other matters pertaining to any bankruptcy cases affecting the Property, the Note, this Mortgage or any other Loan Documents, or the enforcement of any of the same, together with interest on such obligations have costs and expenses at the time maturedDefault Interest Rate until paid. (d) Lender may release, regardless of consideration and without the necessity for any notice to or a consent by any person or entity, any part of the Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interests created in or evidenced by this Mortgage or the other Loan Documents or their stature as a first and prior liens and security interests in and to the Property. For payment of the Obligations, Lender may resort to any security in such order and manner as Lender may elect. (e) Lender shall have all rights, remedies and recourses granted in this Mortgage and the other Loan Documents or available at law or equity (including the Uniform Commercial Code), which rights: (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against any Mortgagor or others obligated under the Note, this Mortgage and the other Loan Documents, or against the Property, or against any one or more of them, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefore shall arise and exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. No enforcement of any rights, remedies or recourse under the Note, this Mortgage and the other Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default. The remedies provided for in this Mortgage may be exercised in any order.

Lender’s Remedies. If (a) At any Default shall occur in respect time after the occurrence of which Borrower is the defaulting party or (b) Lender is obligated to redeliver, or is otherwise deprived an Event of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsDefault, Lender shall have the right, in addition to any remedies of a secured party under the Uniform Commercial Code and other remedies provided herein or under applicable law (without further notice to Borrower), and may also exercise one or more of the following remedies: (i) Declare all unpaid amounts hereunder and under any or all Loans to purchasebe immediately due and payable , within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof whereupon interest on the day of outstanding balance under each Loan (the Default (or on the date of the event referred to in (b"Accelerated Balance") above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, calculated from the date of such purchase until Event of Default, both before and after Judgment, at the date Default Rate or the maximum rate allowed by law, whichever is lower; (ii) Recover from Borrower as liquidated damages for loss of payment the bargain and for internal cost, and not as a penalty, five percent (5%) of the Accelerated Balance; (iii) Proceed by court action to enforce performance by Borrower of this Agreement and/or to recover damages for the breach thereof; or (iv) Require Borrower, at Lender's request and at Borrower's own cost, to promptly deliver possession of the Collateral to Lender in such excess. manner and to such place as Lender shall havedirect, as security or Lender may at any hour, without notice to Borrower and without liability except for malicious acts by its agents, enter upon Borrower’s obligation to pay such excess, a security interest in 's premises or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price premises and take possession of securities purchased under this Section 12 shall include broker’s fees or render unusable any Item and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lenderattachments thereon, whether or not part of the Collateral, and hold, lease, or sell at public or private sale any such obligations Item and attachments. If Lender leases or sells the Collateral, Lender shall have at the time maturedright to recover from Borrower any deficiency remaining after the application of the proceeds to the amounts due under this Agreement.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securities, securities in a commercially reasonable manner (ii) or provided however that to treat the Loaned Securities as having been purchased by Borrower at extent a purchase price equal to the market value thereof on the day of Replacement Securities by Lender would violate Section 16(b) of the Default (or on the date of the event referred Exchange Act, Lender may delay such purchase to in avoid such violation), (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include broker’s include, and the proceeds of any sale of Collateral shall be determined after deduction of, brokers fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If On demand by the Lender of all or any part of the Indebtedness or on default by the Borrower under this Mortgage, the Lender may, at its option and in any order that it chooses, exercise any one or more of the following remedies: (a) if demand for all or any Default shall occur in respect portion of which Borrower is the defaulting party Indebtedness has not been made, demand payment of the Indebtedness or a portion thereof together with interest thereon as provided under the Mortgage; (b) xxx the Borrower, the Covenantor or any other person liable for payment of the monies secured by this Mortgage, for repayment of the Indebtedness; (c) take any and all legal steps and court proceedings which the Lender is obligated in its absolute discretion deems necessary to redelivercompel the Borrower to observe and perform the covenants and agreements hereunder; (d) without notice to or the concurrence of any person, with or without entering into possession of the Lands, lease or sell all or part of the Lands by public auction or private sale, or is partly in one way and partly another, for such price as can reasonably be obtained and on such terms as to credit and otherwise deprived and with such conditions of its rights to, any Loaned Securities after their returnsale and stipulations as to title, or is in any way required to pay their value evidence, or any related sum overcommencement of title, or otherwise, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, the Lender shall have the rightdeem proper and, in addition to any other remedies provided herein connection with such lease or under applicable law (without further notice to Borrower)sale, the following provisions shall apply: (i) to purchase, within a commercially reasonable time (taking into consideration the nature Lender may rescind or vary any contract for sale of the market Lands or a part thereof and re-sell, without being answerable for any loss occasioned thereby; and for any of such purposes make and execute all agreements and assurances the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, Lender deems fit; (ii) no purchaser or lessee shall be bound to treat enquire into the Loaned Securities as having been purchased legality, propriety or regularity of any such sale or lease or be affected by Borrower at a purchase price equal to the market value thereof on the day notice of the Default (any impropriety or on the date of the event referred to in (b) above, as the case may be)irregularity, and may apply the Collateral to the payment no lack or default or want of such purchase (whether actual notice or deemed), after deducting therefrom all amountspublication, if any, due required shall invalidate any sale or lease, and the Lender under Sections 4, 7, 14 shall not be liable for any loss which may arise by any such sale or lease; and 17 hereof. Lender may also apply the Collateral to title of any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and such purchaser or lessee upon a sale or lease shall not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for be impeached on the amount ground that such power had been unauthorized, or improperly or irregularly exercised, or that notice had not been given or had been given improperly; (iii) any person who is adversely affected by an unauthorized, improper or irregular exercise of such excess (plus all amountsthe power of sale or lease shall have his, her or their remedy, if any, due against the person exercising such power in damages only; (iv) until such sale or sales are made, the Lender shall stand possessed of the Rents and profits of the Lands if the Lender takes possession of them on default and after such sale or sales shall stand possessed of the proceeds from such sales, in trust upon payment of, firstly, all the expenses incident to the sales, leases, conveyances, or attempted sales, leases or conveyances, secondly, all costs, charges, damages and expenses of the Lender hereunderrelating to Taxes, prior charges, if any, Leasehold Rents, insurance premiums, repairs, utilities and any other monies which the Lender may have paid relating to the Lands, thirdly, the Indebtedness, fourthly, amounts owing to subsequent encumbrancers, if any, and the residue, shall be paid to the Borrower as the Borrower may direct; and (v) together with interest on all such amounts, in the case of purchases a sale on credit or for part cash and part credit, the Lender shall only be liable to account for monies actually received; (i) distrain upon any goods upon the Lands and by distress warrant to recover by way of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and rent reserved as in the case of purchases a demise of any other securities (or other amountsthe Lands as much of the Indebtedness as shall from time to time be in arrears, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and together with all other reasonable costs, fees charges and expenses related to such purchase or exercise of remedies (including, without limitation, reasonable legal fees and expenses. Upon disbursements on a full indemnification basis and in no event less than on a solicitor and client basis) related to such distress as in like cases of distress for rent; and the satisfaction Borrower hereby waives, on the exercise of such right and license, all obligations hereunderrights to exemption from seizure and distress under any law whatsoever; without notice to or the concurrence of any person, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision enter on the Lands and without limiting the generality of the Agreementforegoing, make such arrangements for completing the construction of, repairing or putting in order any buildings or Fixtures on the Lands, or for inspecting, taking care of, leasing, collecting the Rents of, and generally managing the Lands as the Lender shall not may deem expedient and no action taken by the Lender pursuant to this section 24(f) will make the Lender a mortgagee in possession; appoint a receiver (which term as used herein includes a receiver manager) of the Lands, or any part thereof, in accordance with section 37; take any and all legal steps and court proceedings to realize on the security created by this Mortgage, including applying to a court of competent jurisdiction for an order foreclosing the equity of redemption of the Borrower in the Lands or an order that the Lands be obligated sold on terms approved by such court; and take any and all other legal steps and court proceedings available to make any payment to Borrower under the Agreement or a mortgagee at law and in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time maturedequity.

Lender’s Remedies. If (a) any Default shall occur In the event the Borrower fails to deliver to the Lender the Loaned Securities in respect accordance with the provisions of which Borrower is the defaulting party or (b) Lender is obligated to redeliverSection 4(a), or is otherwise deprived in the event of its rights toany default by Borrower under Section 4(b) of this Agreement, any Loaned Securities after their return, or is in any way required to pay their value or any related sum overthe Lender shall have, as to the Collateral, all the rights and remedies of a result of any bankruptcysecured party under the New York Uniform Commercial Code and all such other rights provided by law and, insolvencyin addition, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, the Lender shall have the right, in addition right to sell any other remedies provided herein Securities Collateral or draw a draft or drafts under applicable law (without further notice any Credit Collateral and use the proceeds thereof together with any Cash Collateral to Borrower), (i) purchase securities identical to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal which were not returned to the market value thereof Lender on the day open market and cover any expenses associated with the purchase of such securities and disposition of Collateral and any payments due from the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral Borrower to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the sum of the purchase price for such securities, plus expenses associated with such purchase and the disposition of Collateral, plus the amount of any payments due from the Borrower to the Lender under this Agreement exceeds the market value proceeds of the Collateral on Collateral, the date of purchase, Borrower shall be liable to the Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with the interest thereon at the lesser of (i) the prime rate as quoted in The Wall Street Journal (New York Edition) for the business day preceding the date on all which such amounts, in determination is made or (ii) the case of purchases of Foreign Securities, at a per annum highest rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to daypermissible under applicable usury law, from the date of such securities purchase until to the date of payment by the Borrower thereof. In the event the proceeds of the Collateral exceeds the sum specified in the preceding sentence, such excess. Lender excess shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held be delivered by Lender and any other amount payable by the Lender to the Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Default shall occur In the event the Borrower fails to deliver to the Lender the Loaned Securities in respect accordance with the provisions of which Borrower is the defaulting party or (b) Lender is obligated to redeliverSection 4(a), or is otherwise deprived in the event of its rights toany default by Borrower under Section 4(b) of this Agreement, any Loaned Securities after their return, or is in any way required to pay their value or any related sum overthe Lender shall have, as to the Collateral, all the rights and remedies of a result of any bankruptcysecured party under the New York Uniform Commercial Code and all such other rights provided by law and, insolvencyin addition, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, the Lender shall have the right, in addition right to sell any other remedies provided herein Securities Collateral or draw a draft or drafts under applicable law (without further notice any Credit Collateral and use the proceeds thereof together with any Cash Collateral to Borrower), (i) purchase securities identical to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal which were not returned to the market value thereof Lender on the day open market and cover any expenses associated with the purchase of such securities and disposition of Collateral and any payments due from the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral Borrower to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the sum of the purchase price for such securities, plus expenses associated with such purchase and the disposition of Collateral, plus the amount of any payments due from the Borrower to the Lender under this Agreement exceeds the market value proceeds of the Collateral on Collateral, the date of purchase, Borrower shall be liable to the Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with the interest thereon at the lesser of (i) the prime rate as quoted in The Wall Street Journal (New York Edition) for the business day preceding the date on all which such amounts, in determination is made or (ii) the case of purchases of Foreign Securities, at a per annum highest rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to daypermissible under applicable usury law, from the date of such securities purchase until to the date of payment by the Borrower thereof. In the event the proceeds of the Collateral exceed the sum specified in the preceding sentence, such excess. Lender excess shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held be delivered by Lender and any other amount payable by the Lender to the Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) Upon the occurrence of any Default Event of Default, Lender may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Borrower and in and to the Mortgaged Property, including, without limitation, the following actions: (i) declare the entire Debt to be immediately due and payable; (ii) sell the Mortgaged Property at public outcry, in front of the courthouse door of the county wherein the Mortgaged Property is located, to the highest bidder for cash, either in person or by auctioneer, after first giving notice of the time, place and terms of such sale by publication once a week for three successive weeks, in a newspaper published in said county, and, upon the payment of the purchase money, the person conducting said sale for Lender is authorized and empowered to execute to the purchaser at said sale, a deed to the Mortgaged Property so purchased in the name and on behalf of Borrower, and the certificate of the Lender appointing said auctioneer to make such sale, shall occur be prima facie evidence of his authority in respect the premises. At the foreclosure sale, the Mortgaged Property may be offered for sale and sold as a MCF 415 Mortgage (AL) Last revised 7/5/05 whole without first offering it in any manner or may be offered for sale and sold in any other manner Lender may elect. The proceeds of which Borrower is any foreclosure sale shall be applied as follows: (a) First, to the defaulting party expenses of making the sale, including a reasonable attorney's fee for such services as may be necessary in the collection of the Debt or the foreclosure of this Security Instrument; (b) Second to the repayment of any money, with interest thereon, which Lender is obligated to redelivermay have paid, or become eligible to pay, or which it may then be necessary to pay for taxes, insurance, assessments or like charges, liens, or debts, as hereinabove provided; (c) Third, to the payment and satisfaction of the Debt secured hereby with interest to the date of sale; and (d) Fourth, the balance, if any, shall be paid to those entitled by law to receive the same, after deducting any expense of ascertaining who is otherwise deprived entitled to receive the same. At the option of its rights tothe Lender, this Security Instrument may be foreclosed as provided by law or in equity in which event, a reasonable attorney's fee shall, among other costs and expenses, be allowed and paid out of the proceeds of the sale; (iii) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Security Instrument for the portion of the Debt then due and payable, subject to the continuing lien of this Security Instrument for the balance of the Debt not then due; (iv) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein, in the Note or the Other Security Documents; (v) recover judgment on the Note either before, during or after any proceedings for the enforcement of this Security Instrument; (vi) apply for the appointment of a trustee, receiver, liquidator or conservator of the Mortgaged Property, without notice and without regard for the adequacy of the security for the Debt or the solvency of Borrower, any Loaned Securities after their return, Guarantor or is in any way required to pay their value or any related sum over, as a result of any bankruptcyperson, insolvency, liquidation, reorganization, firm or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have entity liable for the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature payment of the market for Debt; (vii) enforce Lender's interest in the Loaned Securities)Leases and Rents and enter into or upon the Mortgaged Property, a like amount either personally or by its agents, nominees or attorneys and dispossess Borrower and its agents and servants therefrom, and thereupon Lender may: (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Loaned Securities in Mortgaged Property and conduct the principal market for such securities, business thereat; (iiB) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof complete any construction on the day of the Default Mortgaged Property in such manner and form as Lender deems advisable; (C) make alterations, additions, renewals, replacements and improvements to or on the date Mortgaged Property; (D) exercise all rights and powers of Borrower with respect to the Mortgaged Property, whether in the name of Borrower or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all eaxxxngs, revenues, rents, issues, profits and other income of the event referred to in Mortgaged Property and every part thereof; and (bE) above, as the case may be), and may apply the Collateral receipts from the Mortgaged Property to the payment of such purchase (whether actual or deemed)the Debt, after deducting therefrom all amountsexpenses (including reasonable attorney fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, if anyassessments, due Lender under Sections 4Insurance Premiums and Other Charges in connection with the Mortgaged Property, 7as well as just and reasonable compensation for the services of Lender, 14 its counsel, agents and 17 hereofemployees; or (viii) pursue such other rights and remedies as may then be available at law and in equity. To the extent permitted presently or in the future by laws of the state in which the Premises and Improvements are located, Lender may also apply institute a proceeding or proceedings, judicial, or nonjudicial, by advertisement or otherwise, for the Collateral to any other obligation complete or partial foreclosure of Borrower this Security Instrument or the complete or partial sale of the Mortgaged Property under this Agreement, including distributions paid to Borrower (and not forwarded a power of sale which power is hereby granted to Lender. MCF 415 Mortgage (AL) in respect of Loaned Securities. Last revised 7/5/05 In the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged Property, this Security Instrument shall continue as a lien on the remaining portion of the Mortgaged Property. (b) Upon the completion of any sale or sales made under or by virtue of this Security Instrument, the person conducting the said sale for Lender shall execute and deliver to the purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold. Lender is hereby irrevocably appointed the true and lawful attorney of Borrower, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Mortgaged Property and rights so sold, and for that purpose Lender may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons with like power, Borrower hereby ratifying and confirming all that Lender shall lawfully do by virtue hereof. Any such sale or sales made under or by virtue of this Security Instrument pursuant to any judicial proceedings or any judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Borrower in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Borrower and against any and all persons claiming or who may claim the same, or any part thereof from, through or under Borrower. (c) Upon any sale made under or by virtue of this Security Instrument pursuant to any judicial proceedings or any judgment or decree of foreclosure and sale, Lender may bid for and acquire the Mortgaged Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price exceeds by crediting upon the market value Debt the net sales price after deducting therefrom, to the extent allowed by applicable law, the expenses of the Collateral on sale and costs of the date action and any other sums which Lender is authorized to deduct under this Security Instrument. (d) No recovery of purchase, any judgment by Lender and no levy of an execution under any judgment upon the Mortgaged Property or upon any other property of Borrower shall be liable affect in any manner or to Lender for any extent the amount lien of such excess (plus all amountsthis Security Instrument upon the Mortgaged Property or any part thereof, if anyor any liens, due to rights, powers or remedies of Lender hereunder, but such liens, rights, powers and remedies of Lender shall continue unimpaired as before. (e) together with interest on all such amountsLender may release, regardless of consideration and without the necessity for any notice to or a consent by any person or entity, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the case lien or security interests created in or evidenced by this Security Instrument or the Other Security Documents or their stature as a first and prior liens and security interests in and to the Mortgaged Property. For payment of purchases the Debt, Lender may resort to any security in such order and manner as Lender may elect. (f) Lender shall have all rights, remedies and recourses granted in this Security Instrument and the Other Security Documents or available at law or equity (including the Uniform Commercial Code), which rights: (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or others obligated under the Note, this Security Instrument and the Other Security Documents, or against the Mortgaged Property, or against any one or more of Foreign Securitiesthem, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefore shall arise and exercise or failure to exercise any of them shall not be construed as a per annum rate equal to LIBOR plus 2%, and in the case of purchases waiver or release thereof or of any other securities right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. No enforcement of any rights, remedies or other amountsMCF 415 Mortgage (AL) Last revised 7/5/05 recourse under the Note, if any, due this Security Instrument and the Other Security Documents or otherwise at law or equity shall be deemed to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date cure any Event of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to BorrowerDefault. The purchase price of securities purchased under remedies provided for in this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, Security Instrument may be exercised in any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time maturedorder.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (C) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Default shall occur in respect of which Borrower is the defaulting party or (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is Without in any way required to pay their value or any related sum overimpairing the demand nature of the Note, as a result immediately upon the occurrence of any bankruptcyDefault or an Event of Default specified herein, insolvency, liquidation, reorganization, or other similar proceeding relating the obligation of Lender to Borrower or make Loans hereunder shall terminate and Lender may declare all Loans made pursuant to any legal requirementthis Agreement together with all accrued interest, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsimmediately due and payable. Upon such occurrence and/or declaration, Lender shall have the righthave, in addition to the rights and remedies given to it by the Note and this Agreement and the documents related hereto, all the rights and remedies of a secured party as provided in the UCC (regardless of whether such Uniform Commercial Code has been adopted in the jurisdiction where such rights and remedies are asserted) and without limiting the generality of the foregoing, and without demand of performance and without other notice (except as specifically required by the Note or this Agreement or the documents executed in connection herewith) or demand whatever to Borrower, all of which are hereby expressly waived, Lender may, in addition to all the rights conferred upon it by law, exercise one or more of the following rights successively or concurrently: set off the balances in all deposit and agency accounts of Borrower with Lender (and Borrower hereby grants Lender a lien and security interest in all such accounts and the proceeds thereof); lawfully dispose of the whole or any part of Receivables or any Collateral, or any other remedies provided herein real or under applicable law (without further notice to Borrower)personal property, (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) instrument or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, document pledged as security for Borrower’s obligation 's indebtedness hereunder to pay such excessLender at public or private sale or otherwise realize upon, a security interest in without advertisement or right demand upon Borrower or upon any obligor of setoff against any property of Borrower then held by Lender and Receivables, the Collateral, or any other amount payable security, the same being hereby waived, except to the extent otherwise required by law, with the right on the part of Lender or its nominee to Borrower. The purchase price become the purchaser thereof as provided by law absolutely freed and discharged from any equity of securities purchased under this Section 12 shall include broker’s fees and commissions redemption, and all trusts and other claims whatsoever, and, after deduction of all reasonable costs, fees legal and other costs and expenses related permitted by law, including attorney's fees, to such purchase apply the residue of the proceeds to pay, or exercise to hold as a reserve against, all Borrower's indebtedness hereunder to Lender. Any remainder of remedies including, without limitation, reasonable legal fees and expensesthe proceeds after satisfaction in full of Borrower's indebtedness hereunder to Lender shall be distributed as required by applicable law. Upon the satisfaction Notice of all obligations hereunder, any remaining sale or disposition of Collateral shall be returned given to Borrower. Notwithstanding Borrower at least five (5) Business Days before any provision intended public sale or the time after which any intended private sale or other disposition of the AgreementCollateral is to be made, Lender which Borrower agrees shall not be obligated to make any payment to Borrower under the Agreement reasonable notice of such sale or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time maturedother disposition.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expensessale (as the case may be). Upon In the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, event Lender shall not be obligated to make any payment to Borrower exercises its rights under the this May 1993 Master Securities Loan Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.9

Lender’s Remedies. If an Event of Default has occurred and is continuing, the Lender may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement relating to the Obligations, all rights and remedies of a Lender under the UCC. Without limiting the foregoing, the Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (aexcept any notice required by law) to or upon the Borrower or any Default shall occur in respect other person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances require Borrower is to assemble the defaulting party Collateral and make it available to the Lender at a place to be designated by the Lender; prior to the disposition of the Collateral, store, process, repair or (b) recondition it or otherwise prepare it for disposition in any manner and to the extent the Lender is obligated deems appropriate; collect, receive, appropriate and realize upon any or all of the Collateral, and/or may sell, lease, assign, give an option or options to redeliverpurchase, or is otherwise deprived dispose of its rights toand deliver any or all of the Collateral (or contract to do any of the foregoing), in one or more parcels at a public or private sale or sales, at any Loaned Securities after their returnexchange, broker’s board or is in any way required to pay their value or any related sum over, as a result office of any bankruptcyLender or elsewhere upon such terms and conditions as the Lender may deem advisable, insolvency, liquidation, reorganization, for cash or other similar proceeding relating to Borrower on credit or pursuant to for future delivery without assumption of any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, credit risk. The Lender shall have the rightright upon any such public sale or sales and, in addition to the extent permitted by law, upon any other remedies provided herein such private sale or under applicable law (without further notice sales, to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature purchase all or any part of the market for the Loaned Securities)Collateral so sold, a like amount free of the Loaned Securities any right or equity of redemption in the principal market for such securitiesBorrower, (ii) which right or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (equity is hereby waived or on the date of the event referred to in (b) above, as the case may be), and may released. The Lender shall apply the Collateral to the payment net proceeds of any such purchase (whether actual collection, recovery, receipt, appropriation, realization or deemed)sale, after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply reasonable expenses incurred therein or in connection with the Collateral to care or safekeeping of any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, or in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal way relating to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from Collateral or the date rights of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies Agreement (including, without limitation, reasonable legal attorneys’ fees and expenses) to the payment in whole or in part of the Obligations, in such order as the Lender may elect, and only after such application and after the payment by the Lender of any other amount required by any provision of law, need the Lender account for the surplus, if any, to the Borrower. Upon To the satisfaction extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Lender arising out of all obligations the exercise by the Lender of any of its rights hereunder, . If any remaining notice of a proposed sale or other disposition of Collateral shall be returned to Borrowerrequired by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other disposition. Notwithstanding The Borrower shall remain liable for any provision deficiency if the proceeds of any sale or other disposition of the Agreement, Lender shall not be obligated Collateral are insufficient to make any payment to Borrower under pay the Agreement or in respect Obligations and the fees and disbursements of any Loan (including attorneys employed by the Lender to collect such deficiency. In furtherance of the Lender’s rights hereunder, Borrower hereby grants to the Lender an irrevocable, non-exclusive license, exercisable without limitation any return of Collateral) at any time after a Default royalty or other payment by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to the Lender, whether and only in connection with the exercise of remedies hereunder, to use, license or not such obligations have at sublicense any patent, trademark, trade name, copyright or other intellectual property in which Borrower now or hereafter has any right, title or interest together with the time maturedright of access to all media in which any of the foregoing may be recorded or stored. 10.

Lender’s Remedies. If (a) Upon the termination of any Loan by Lender under Section 11, Borrower may, with the prior written consent of Lender (which consent may be withheld at Lender’s sole discretion; provided however that, Lender shall not withhold such request if Borrower as a result would unavoidably become, directly or indirectly, a Beneficial Owner of more than 9.0% of the shares of Common Stock outstanding at such time), in lieu of the delivery of Loaned Shares to Lender in accordance with Section 6, pay to Lender, no later than one Business Day following notice of such Default shall occur to Borrower, an amount in immediately available funds (the “Replacement Cash”) equal to the product of the Closing Price as of the date of such notice of Default and the number of Loaned Shares otherwise required to be delivered; provided that if Lender consents to the delivery of Replacement Cash, Borrower may direct the Collateral Agent to deliver to Lender any Collateral held by the Collateral Agent in respect of the Loan so terminated and, to the extent the Market Value of any such Collateral delivered to Lender is less than the required amount of Replacement Cash, pay to Lender such difference in immediately available funds. Any Collateral in respect of the Loan so terminated that is not so delivered to Lender pursuant to this clause shall, upon payment in full of the Replacement Cash to Lender, be immediately delivered by Collateral Agent to Borrower. (b) Notwithstanding anything to the contrary herein, if on any date on which Borrower is required to return Loaned Shares to Lender, the defaulting party purchase of Common Stock in an amount equal to all or any portion of the number of Loaned Shares to be delivered to Lender in accordance with Section 6 shall (A) be prohibited by any law, rules or regulation of any governmental authority to which it is or would be subject, (B) violate, or would upon such purchase likely violate, any order or prohibition of any court, tribunal or other governmental authority, (C) require the prior consent of any court, tribunal or governmental authority prior to any such repurchase, (D) subject Borrower, in the reasonable judgment of Borrower, to any liability or potential liability under any applicable federal securities laws, or (bE) be commercially impracticable, in the reasonable judgment of Borrower, in the time period required by Xxxxxxx 0 (xxxx xx (X), (X), (X), (X) and (E), a “Redelivery Obstacle”), then, in each case, Borrower shall immediately notify Lender of the Redelivery Obstacle and the basis therefor, whereupon Borrower’s obligations under Section 6 as to such Loaned Shares shall be suspended until such time as no Redelivery Obstacle with respect to such obligations shall exist (a “Redelivery Suspension”). Following the occurrence of and during the continuation of any Redelivery Suspension, Borrower shall use commercially reasonable efforts to remove or cure the Redelivery Obstacle as promptly as reasonably practicable. If Borrower is obligated unable to redeliver, remove or cure the Redelivery Obstacle within thirty Business Days of the date on which Borrower is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or return Loaned Shares pursuant to Section 6, Borrower shall pay to Lender, in lieu of the delivery of Loaned Shares in accordance with Section 6, Replacement Cash equal to the product of the Closing Price as of the Business Day immediately preceding the date Borrower makes such payment and the number of Loaned Shares otherwise required to be delivered. If Borrower does not pay such Replacement Cash during any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsPledge Period, Lender shall have the right, exercisable in it sole discretion, to direct the Collateral Agent to, and the Collateral Agent upon receipt of the written request of Lender (with a copy to Borrower) shall, release to Lender an amount of Collateral with a Market Value equal to the Market Value of all (or such fewer number as Lender may specify) of the Loaned Shares that are the subject of the Redelivery Suspension, whereupon the Borrower’s obligation to return the specified number of Loaned Shares to the Lender shall be automatically extinguished. (c) If Borrower shall fail to deliver Loaned Shares to Lender pursuant to Section 6 when due or shall fail to pay the Replacement Cash to Lender when due in accordance with Section 12(a) or (b) above (to the extent Borrower is permitted and elects to pay Replacement Cash), then, in either case, in addition to any other remedies provided herein available to Lender under this Agreement or under applicable law law, Lender shall have the right (without further notice to Borrower), ) to (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities Shares (“Replacement Shares”) in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat sell any Collateral in the Loaned Securities as having been purchased by Borrower at principal market for such Collateral in a purchase price equal to commercially reasonable manner and (iii) apply and set off the market value thereof on the day of the Default (or on the date of the event referred to in (b) aboveCollateral, as the case may be)if any, and may apply the Collateral to any proceeds thereof against the payment of the purchase price for such Replacement Shares and any amount due to Lender hereunder; provided that Lender may not proceed under (ii) or (iii) until 20 days has elapsed since the failure to deliver such Loaned Shares or pay such Replacement Cash and Borrower has not delivered such Loaned Shares or paid such Replacement Cash since such failure. To the extent Lender shall exercise such right, Borrower’s obligation to return a like amount of Loaned Shares or to pay the Replacement Cash, as applicable, shall terminate and Borrower shall be liable to Lender for the purchase price of Replacement Shares (whether actual or deemed), after deducting therefrom plus all other amounts, if any, due to Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securitieshereunder). In the event that the purchase price of Replacement Shares (plus all other amounts, if any, due to Lender hereunder) exceeds the market value amount of the Collateral on the date of purchaseCollateral, if any, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Shares purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase and sale. In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Shares or selling all or a portion of the Collateral, to be deemed to have made such purchase of Replacement Shares or sale of Collateral, as applicable, for an amount equal to the Closing Price of the Common Stock on the date Lender elects to exercise of remedies including, without limitation, reasonable legal fees and expensesthis remedy. Upon the satisfaction of all Borrower’s obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If an Event of Default has occurred under this Agreement and is continuing: Lender may, at Lender’s election, without notice and without demand, do any one or more of the following: (a) any Default shall occur in respect of which Borrower is declare the defaulting party Obligations, whether evidenced by a Note or otherwise, including the Obligations contained with Section 2. E., to be immediately due and payable; (b) Lender is obligated exercise any and all of the rights accruing to redelivera secured party under the Code and any other applicable law; (c) take possession of the Collateral and keep it on Borrower’s premises, at no cost to Lender, or remove any part of it to such other place(s) as Lender may desire or Borrower shall, upon Lender’s demand, at Borrower’s cost, assemble the Collateral and make it available to Lender at a place reasonably convenient to Lender; (d) if the Collateral is otherwise deprived not voluntarily delivered to Lender by Borrower, Lender may seek the appointment of its rights to, any Loaned Securities after their return, a receiver or is in any way required to pay their value or any related sum over, as a result trustee under the laws of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market court having jurisdiction for such securities, appointment (ii) or to treat the Loaned Securities as having been purchased by which appointment Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred consents to in (b) above, as the case may beadvance and waives any rights to object to or oppose), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the sell and deliver any Collateral to at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as Lender deems advisable, at Lender’s discretion, and may, if Lender deems it reasonable, postpone or adjourn any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value sale of the Collateral on the date of purchase, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have an announcement at the time maturedand place of sale of such postponed or adjourned sale without giving a new notice of sale. Borrower agrees that Lender has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any person. Any requirement of reasonable notice shall be met if such notice is mailed postage prepaid to Borrower at Borrower’s address set forth below at least seven (7) days before a sale or other disposition. The proceeds of sale shall be applied first to all expenses of sale, including reasonable attorneys’ fees, and second to (in whatever order Lender elects) all Obligations.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 ----------------- entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). ln the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereun- der, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities (“Replacement Securities”) in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a com- mercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower’s obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower’s obligations with respect to distributions paid to Borrower (and not forwarded forward- ed to Lender) in respect of Loaned Securities. In the event that (i) the purchase price p rice of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together togeth- er with interest on all such amounts, thereon at a rate equal to (A) in the case of o f purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as m ay be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduc- tion of, broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the May 1993 - Master Securities Loan Agreement - 9 payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If Upon the occurrence of any Event of Default, for so long as same is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Majority Lenders, by Notice to the Borrower, take any or all of the following actions: (a) declare the Commitment of each Lender to make Loans and any Default obligation of the Issuing Banks to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall occur in respect of which Borrower is the defaulting party or be terminated; (b) Lender is obligated declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to redeliverbe immediately due and payable, without presentment, demand, protest or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result other notice of any bankruptcykind, insolvency, liquidation, reorganization, or other similar proceeding relating to all of which are hereby expressly waived by the Borrower; (c) require that the Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the right, Cash Collateralize their respective L/C Obligations (in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like an amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof Minimum Collateral Amount with respect thereto); (d) exercise on behalf of itself, the day Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents; and (e) without any obligation to do so, cure any Event of the Default (or on the date of the event referred to in (b) above, hereunder and cure any default as the case Majority Lenders in their sole discretion may beconsider necessary or appropriate, whether to preserve and protect the Collateral or the Secured Parties’ interests therein or for any other reason, and all sums so expended, together with interest on such total amount at the rate applicable to such Loans as set forth in Section 2.04(c) (but in no event shall the rate exceed the maximum lawful rate), shall be repaid by Borrower to Administrative Agent on demand and may apply shall be secured by the Collateral to the payment of Loan Documents as if such purchase (whether actual or deemed)amounts were Loans, after deducting therefrom all amountsnotwithstanding that such expenditures may, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower together with amounts advanced under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for exceed the amount of such excess (plus all amountsthe Commitments; provided, if anyhowever, due to Lender hereunder) together that upon the occurrence of an actual or deemed entry of an order for relief with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal respect to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of each Issuing Bank to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Default shall occur in respect of which Borrower is the defaulting party or (b) Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), (i) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as the case may be), and may apply the Collateral to the payment of such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus pl us 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereun­ der, Lender shall have the rightright (without further notice to Bo rrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities (“Replacement Securities”) in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a com­ mercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a le tter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower’s obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower’s obligations with respect to distributions paid to Borrower (and not forwarded forward­ ed to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together togeth­ er with interest on all such amounts, thereon at a rate equal to (A) in the case of o f purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduc­ tion of, broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Securities or selling all or a portion of the Collateral, to be deeme d to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies includingobtained from a generally recognized source or the most recent closing bid quotation from such a source. Subject to Section 19, without limitation, reasonable legal fees and expenses. Upon upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned ret urned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.

Lender’s Remedies. If (a) any Whenever an Event of Default shall occur in respect of which Borrower is the defaulting party or (b) a Pre- ------------------ Default Event exists or whenever Lender is obligated entitled to redelivertake over Contract administration, or is otherwise deprived Lender may without prior notice immediately suspend making Advances. Upon and after an Event of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsDefault, Lender shall have the following rights and remedies. The rights and remedies shall be cumulative, and non exclusive, except to the extent required by law. Lender's exercise of any right, in addition remedy, or attorney-in-fact appointment shall not relieve Borrower of any of its obligations to any other remedies provided herein or under applicable law Lender. (A) The right, at Lender's discretion and without further notice to Borrower)notice, (i) to purchaseimmediately cease further Advances and/or terminate this Agreement, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, and (ii) to declare Borrower's obligations to Lender immediately due and payable, whereupon Borrower's obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by Borrower. Borrower's obligations to Lender shall be immediately due and payable without declaration by Lender if the Event of Default consists of a petition filed under the Bankruptcy Code or any similar federal or state law. (B) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (C) The right at any time to (i) enter through self-help and without judicial process upon the premises of Borrower, without any obligation to pay rent to Borrower, or to treat enter any other place or places where the Loaned Securities as having been purchased by Collateral is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (ii) require Borrower to assemble the Collateral and make it available to Lender at a purchase price equal place to be designated by Lender. (D) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as Lender in its sole discretion may deem advisable, with such notice as may be required by law; and such sales may be adjourned from time to time with or without notice. Lender shall have the right to conduct such sales on Borrower's premises without charge for such time and Collateral as Lender may see fit. Lender is hereby granted a license or other applicable right to use, without charge, Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the market value thereof on the day Collateral, in advertising for sale and selling any Collateral and Borrower's rights under all licenses and all franchise agreements shall inure to Lender's benefit for this purpose. Lender shall have to right to sell, lease or otherwise dispose of the Default (Collateral, or on the date any part thereof, for cash, credit or any combination thereof, and Lender may purchase all or any part of the event referred to Collateral at public or, if permitted by law, private sale and, in (b) above, as the case may be), and may apply the Collateral to the lieu of actual payment of such purchase (whether actual or deemed)price, after deducting therefrom all amounts, if any, due Lender under Sections 4, 7, 14 and 17 hereof. Lender may also apply the Collateral to any other obligation of Borrower under this Agreement, including distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event the purchase price exceeds the market value of the Collateral on the date of purchase, Borrower shall be liable to Lender for set off the amount of such excess (plus all amountsprice against Borrower's obligations to Lender. Without excluding other methods of disposition which may be commercially reasonable, if anyit shall be a commercially reasonable disposition of the Pledged Contracts and Contract Rights for Lender to collect and enforce the Contracts and Contract Rights in the same manner that it collects and enforces similar Contracts and Contract Rights for its own account or for the account of other Persons. If any deficiency shall arise from the disposition of Collateral, due Borrower shall remain liable to Lender hereundertherefor. (E) together with interest on all such amounts, in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to the Fed Funds Rate plus 2%, as it fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or The right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default and from time to time thereafter, at Lender's sole discretion and without notice to Borrower, (i) to enforce payment of the Contract Debtor's and Contract Rights Payor's obligations, and to collect and foreclose, by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent legal proceedings or otherwise, the Collateral in the name of Lender or Borrower and (ii) to take control, in any manner, of any item of payment for or proceeds of the Collateral. Lender is not obligated to pursue the Collateral or the Guarantors or any other Person in order to enforce Borrower's obligations to Lender, whether . (F) The right to take over and act in a commercially reasonable manner in Lender's or not such obligations have at Borrower's name all or part of the time maturedadministration of the Contracts. (G) The right to carry out the actions within the scope of Borrower's appointment of Lender as attorney-in-fact. (H) The right to offset or apply the funds in the Depository Account.

Lender’s Remedies. If (a) Upon the occurrence of any Default shall occur in respect Event of which Borrower is the defaulting party Default, Lender may take such action, without notice or (b) Lender is obligated demand, as it deems advisable to redeliver, or is otherwise deprived of protect and enforce its rights toagainst Borrower and in and to the Mortgaged Property, any Loaned Securities after their returnincluding, or is in any way required to pay their value or any related sum overwithout limitation, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential payments, Lender shall have the right, in addition to any other remedies provided herein or under applicable law (without further notice to Borrower), following actions: (i) declare the entire Debt to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), a like amount of the Loaned Securities in the principal market for such securities, be immediately due and payable; (ii) institute proceedings to foreclose this Security Instrument, in which case the Mortgaged Property or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; (iii) with or without entry, to the market value thereof extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Security Instrument for the portion of the Debt then due and payable, subject to the continuing lien of this Security Instrument for the balance of the Debt not then due; (iv) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein, in the Note or the Other Security Documents; (v) recover judgment on the day Note either before, during or after any proceedings for the enforcement of this Security Instrument; (vi) apply for the appointment of a trustee, receiver, liquidator or conservator of the Default Mortgaged Property, without notice and without regard for the adequacy of the security for the Debt or the solvency of Borrower, any Guarantor or of any person, firm or other entity liable for the payment of the Debt. Borrower hereby consents to the appointment of a receiver in accordance with the provisions of this Security Instrument; (vii) enforce Lender’s interest in the Leases and Rents and enter into or upon the Mortgaged Property, either personally or by its agents, nominees or attorneys and dispossess Borrower and its agents and servants therefrom, and thereupon Lender may: (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Mortgaged Property and conduct the business thereat; (B) complete any construction on the Mortgaged Property in such manner and form as Lender deems advisable; (C) make alterations, additions, renewals, replacements and improvements to or on the date Mortgaged Property; (D) exercise all rights and powers of Borrower with respect to the Mortgaged Property, whether in the name of Borrower or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sxx for, collect and receive all earnings, revenues, rents, issues, profits and other income of the event referred to in Mortgaged Property and every part thereof; and (bE) above, as the case may be), and may apply the Collateral receipts from the Mortgaged Property to the payment of such purchase (whether actual or deemed)the Debt, after deducting therefrom all amountsexpenses (including reasonable attorney fees) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, if anyassessments, due Lender under Sections 4Insurance Premiums and Other Charges in connection with the Mortgaged Property, 7as well as just and reasonable compensation for the services of Lender, 14 its counsel, agents and 17 hereofemployees; or (viii) pursue such other rights and remedies as may then be available at law and in equity. To the extent permitted presently or in the future by laws of the state in which the Premises and Improvements are located, Lender may also apply institute a proceeding or proceedings, judicial, or nonjudicial, by advertisement or otherwise, for the Collateral to any other obligation complete or partial foreclosure of Borrower this Security Instrument or the complete or partial sale of the Mortgaged Property under this Agreement, including distributions paid to Borrower (and not forwarded a power of sale which power is hereby granted to Lender) in respect of Loaned Securities. In the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged Property, this Security Instrument shall continue as a lien on the remaining portion of the Mortgaged Property. (b) Upon the completion of any sale or sales made under or by virtue of this Security Instrument, an officer of any court empowered to do so shall execute and deliver to the purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold. Lender is hereby irrevocably appointed the true and lawful attorney of Borrower, coupled with an interest, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Mortgaged Property and rights so sold, and for that purpose Lender may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons with like power, Borrower hereby ratifying and confirming all that Lender shall lawfully do by virtue hereof. Any such sale or sales made under or by virtue of this Security Instrument pursuant to any judicial proceedings or any judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Borrower in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Borrower and against any and all persons claiming or who may claim the same, or any part thereof from, through or under Borrower. (c) Upon any sale made under or by virtue of this Security Instrument pursuant to any judicial proceedings or any judgment or decree of foreclosure and sale, Lender may bid for and acquire the Mortgaged Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price exceeds by crediting upon the market value Debt the net sales price after deducting therefrom, to the extent allowed by applicable law, the expenses of the Collateral on sale and costs of the date action and any other sums which Lender is authorized to deduct under this Security Instrument. (d) No recovery of purchase, any judgment by Lender and no levy of an execution under any judgment upon the Mortgaged Property or upon any other property of Borrower shall be liable affect in any manner or to Lender for any extent the amount lien of such excess (plus all amountsthis Security Instrument upon the Mortgaged Property or any part thereof, if anyor any liens, due to rights, powers or remedies of Lender hereunder, but such liens, rights, powers and remedies of Lender shall continue unimpaired as before to the extent of the Debt remains unsatisfied. (e) together with interest on all such amountsLender may release, regardless of consideration and without the necessity for any notice to or a consent by any person or entity, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the case lien or security interests created in or evidenced by this Security Instrument or the Other Security Documents or their stature as a first and prior lien and security interests in and to the Mortgaged Property. For payment of purchases the Debt, Lender may resort to any security in such order and manner as Lender may elect. (f) Lender shall have all rights, remedies and recourses granted in this Security Instrument and the Other Security Documents or available at law or equity (including the Uniform Commercial Code), which rights: (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or others obligated under the Note, this Security Instrument and the Other Security Documents, or against the Mortgaged Property, or against any one or more of Foreign Securitiesthem, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefore shall arise and exercise or failure to exercise any of them shall not be construed as a per annum rate equal to LIBOR plus 2%, and in the case of purchases waiver or release thereof or of any other securities right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. No enforcement of any rights, remedies or other amountsrecourse under the Note, if anythis Security Instrument and the Other Security Documents or otherwise at law or equity shall be deemed to cure any Event of Default. The remedies provided for in this Security Instrument may be exercised in any order. (g) Borrower consents and agrees that in the event of the commencement of foreclosure proceedings, due Lender may, at such time, elect to Lender hereunder) at a per annum rate equal proceed according to section 846.103 of the Fed Funds Rate plus 2%Wisconsin Statutes, as it fluctuates the same may be amended or renumbered from day time to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as security for Borrower’s obligation to pay such excess, a security interest in or right of setoff against any property of Borrower then held by Lender and any other amount payable by Lender to Borrower. The purchase price of securities purchased under this Section 12 shall include broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or exercise of remedies including, without limitation, reasonable legal fees and expenses. Upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time maturedtime.

Lender’s Remedies. If (a) any Upon the occurrence of a Default shall occur in respect of which Borrower is the defaulting party or (b) under Section 11 entitling Lender is obligated to redeliver, or is otherwise deprived of its rights to, any Loaned Securities after their return, or is in any way required to pay their value or any related sum over, as a result of any bankruptcy, insolvency, liquidation, reorganization, or other similar proceeding relating to Borrower or pursuant to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ or preferential paymentsterminate all Loans hereunder, Lender shall have the rightright (without further notice to Borrower), in addition to any other remedies provided herein or under applicable law (without further notice to Borrower)law, (ia) to purchase, within a commercially reasonable time (taking into consideration the nature of the market for the Loaned Securities), purchase a like amount of the Loaned Securities ("Replacement Securities") in the principal market for such securitiessecurities in a commercially reasonable manner, (ii) or to treat the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day of the Default (or on the date of the event referred to in (b) above, as to sell any Collateral in the case may be), principal market for such Collateral in a commercially reasonable manner and may (c) to apply and set off the Collateral to and any proceeds thereof (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such purchase (whether actual or deemed), after deducting therefrom all amounts, if any, Replacement Securities and any amounts due to Lender under Sections 4, 7, 14 and 17 hereof17. In the event Lender shall exercise such rights, Borrower's obligation to return a like amount of the Loaned Securities shall terminate. Lender may also similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this Agreement, including Borrower's obligations with respect to distributions paid to Borrower (and not forwarded to Lender) in respect of Loaned Securities. In the event that (i) the purchase price of Replacement Securities (plus all other amounts, if any, due to Lender hereunder) exceeds (ii) the market value amount of the Collateral on the date of purchaseCollateral, Borrower shall be liable to Lender for the amount of such excess (plus all amounts, if any, due to Lender hereunder) together with interest on all such amounts, thereon at a rate equal to (A) in the case of purchases of Foreign Securities, at a per annum rate equal to LIBOR plus 2%LIBOR, and (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder) at a per annum rate equal to ), the Fed Federal Funds Rate plus 2%or (C) such other rate as may be specified in Schedule B, in each case as it such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. Lender shall have, as As security for Borrower’s 's obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in or right of setoff against any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of securities Replacement Securities purchased under this Section 12 shall include include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s 's fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 12, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the May 1993 - Master Securities Loan Agreement - 9 Replacement Securities or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of Replacement Securities or sale of Collateral for an amount equal to the price therefor on the date of such exercise of remedies including, without limitation, reasonable legal fees and expensesobtained from a generally recognized source or the most recent closing bid quotation from such a source. Upon Subject to Section 19. upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower. Notwithstanding any provision of the Agreement, Lender shall not be obligated to make any payment to Borrower under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) to Lender, whether or not such obligations have at the time matured.