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 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 (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 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 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 (bany portion of the number of Loaned Shares to be delivered to Lender shall 1) Lender be prohibited by any law, rules or regulation of any governmental authority to which it is obligated to redeliveror would be subject, 2) 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, 3) require the prior consent of any court, tribunal or pursuant governmental authority prior to any legal requirement, including without limitation any laws relating to so-called ‘preferences’ such repurchase or preferential payments, Lender shall have the right4) subject Borrower, in addition the commercially reasonable judgment of Borrower, to any liability or potential liability under any applicable federal securities laws (other remedies provided herein than Section 11 and Section 16(b) of the Exchange Act or under applicable law illiquidity in the market for Common Stock, in which events Section 4(d) hereof shall govern) (without further notice to Borrowereach of (i), (iii), (iii) to purchase, within a commercially reasonable time and (taking into consideration the nature of the market for the Loaned Securitiesiv), 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“Legal Obstacle”), and may apply the Collateral to the payment of such purchase (whether actual or deemed)then, 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 purchaseeach case, Borrower shall be liable to immediately notify Lender for of the amount of such excess (plus all amountsLegal Obstacle and the basis therefor, 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 whereupon Borrower’s obligation to pay deliver Loaned Shares to Lender shall be suspended until such excesstime 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, a security interest in Borrower shall use its reasonable best efforts to remove or right of setoff against any property of Borrower then held cure the Legal Obstacle as soon as practicable; provided that, to the extent such Legal Obstacle is caused, directly or indirectly by Lender and any other amount payable by Lender to Borrower. The purchase price (including a bankruptcy or insolvency 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 AgreementLender), Lender shall not 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 obligated incurred by Borrower, in each case in removing or curing such Legal Obstacle. If Borrower is unable to make any payment to Borrower remove or cure the Legal Obstacle within a reasonable period of time under the Agreement or in respect of any Loan (including without limitation any return of Collateral) at any time after a Default by circumstances, Borrower has occurred unless and until Borrower has satisfied all of its obligations (contingent or otherwise) shall pay to Lender, whether or not 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 obligations have at payment and the time maturednumber of Loaned Shares otherwise required to be delivered.

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 (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 (a) any Default shall occur in respect of which Borrower is Notwithstanding anything to the defaulting party or (b) Lender is obligated to redelivercontrary herein, 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)if, (i) Lender terminates any Loan pursuant 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 securitiesSection 9, (ii) all outstanding Loans terminate pursuant to Section 4(b) or (iii) Borrower is required to treat return Loaned Shares pursuant to Section 4(d) and, in any such case, at the Loaned Securities as having been purchased by Borrower at a purchase price equal to the market value thereof on the day time of the Default (such termination or on the date of the event referred on which Borrower is required to in (b) abovereturn Loaned Shares pursuant to Section 4(d), as the case may be), and may apply the Collateral purchase of Common Stock in an amount equal to all or any portion of the payment 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, (whether actual C) require the prior consent of any court, tribunal 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 governmental authority prior to any other obligation of Borrower under this Agreement, including distributions paid to Borrower such repurchase or (and not forwarded to LenderD) 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 amountssubject Borrower, in the case commercially reasonable judgment of purchases of Foreign SecuritiesBorrower, at a per annum rate equal to LIBOR plus 2%, and in the case of purchases of any other liability or potential liability under any applicable federal securities laws (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 Section 16 of the Exchange Act) (each of (A), (B), (C) and expenses. Upon (D), a “Legal Obstacle”), then, in each case, Borrower shall immediately notify Lender of the satisfaction of all Legal Obstacle and the basis therefor, whereupon Borrower’s obligations hereunder, any remaining Collateral under Section 4 shall be returned suspended until such time as no Legal Obstacle with respect to Borrowersuch obligations shall exist (a “Repayment Suspension”). Notwithstanding Following the occurrence of and during the continuation of any provision 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 Agreementtermination of the Loan by Lender under Section 9, Lender 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 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) pay to Lender, whether or not 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 obligations have at payment and the time maturednumber of Loaned Shares otherwise required to be delivered.

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 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 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.

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 (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 (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 (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 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 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 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 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 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 (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) 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.