本文件（“本授權”）適用于閣下（“客戶”）作為貸款人與騰達證券有限公司 (“本公司”) 作為借款人簽訂的每筆貸款。本文件為《騰達證券有限公司客戶協議》（“服務條款”）的補充條款並應與此等條款以及可能不時修訂的適用於本公司提供的服務的任何其他條款和條件一同閱讀。本文件為本服務條款的組成部分。就授權進行美國證券借貸交易而言，如本文件的條文與服務條款的條文有任何不一致，一概以本文件的條文為准。

1. 定義和詮釋 
1.1 除非本授權中另行定義，本授權中使用的術語應具有此等條款中規定的含義。此外： 
(a)“公司行動” 指但不限於任何轉換、認購權、分拆、合併、贖回、兼併、與收購相關的權利或其他要約或資本重組、資本結構調整、發行、供股、再命名、再命名或其他與前述各項類似的事件。 
(b)“共同彙報標準要求” 指以下一項或多項規定（視上下文而定)： (i) 美國《獎勵聘雇恢復就業法案》中的 “海外帳戶稅收合規條款”、經濟合作及發展組織頒佈的《共同彙報標準》或其他法域制定的類似立法、法規或指南，要求實行同等的稅務申報和／或扣繳制度； (ii) 為促進、執行、符合或補充本第 (i) 項所述的立法、法規或指導而由香港與美國或任何其他司法管轄區（包括各相關司法管轄區的任何政府部門之間) 簽訂的任何政府間協議、條約或任何其他安排；及 (iii) 為實施前款所述事項，在香港實施的任何立法、法規或指引。 
(c) “等同物”，就任何相關證券而言，是指屬於同一發行人、同一發行的一部分、同一種類、面值、同一名稱、同一數量且具有與相關證券相同權利的證券；而如果相關證券受限於任何公司行動，則相關證券因該公司行動而轉換成的證券或其他資產（可能由或包括貨幣或其他財產構成）就此目的而言亦被視為 “等同物” 或包含在 “等同物” 的認定中。
(d) “公司擔保” 指閣下根據本協議授予的以本公司為受益人的任何產權負擔。
(e) “相關證券” 指本公司不時代表閣下接收或持有的、在位於美國的交易所上市或交易的證券和證券抵押品。
1.2 所有標題僅為行文方便而設，並不影響對本授權的解釋。 
1.3 如果在任何時間客戶和本公司之間存在任何其他協議，且該等協議的條款規定從客戶向本公司出借證券，則本授權的條款應適用於該等證券的出借，但不包括任何其他該等協議。 
2. 一般 
2.1 本公司向符合條件的客戶提供證券借貸計畫，以使本公司一方有權將其不時代表該等客戶接收或持有的（本公司與客戶的直接交易) 某些證券和證券抵押品（按適用情形) 借給本公司。本公司可將該等證券用於自身需要的目的，也可 “轉借” 給有意將該等證券用於融券或其他目的的第三方（包括其他市場參與者)。這些證券將在位於美國的交易所上市或交易。 
2.2 閣下同意參與該等證券借貸計畫，根據該等計畫，閣下應授予本公司啟動、借入和終止閣下與本公司之間相關證券借貨的酌情權。 
2.3 客戶陳述並確認，證券借貸計畫由本公司在根據本協議下向閣下提供各類服務的同時提供，不屬於資產管理業務。本公司不行使客戶帳戶買賣相關證券及其他投資決策的職權。本公司沒有義務也不會為證券借貸項目之目的向客戶提供任何交易、投資或稅務意見或建議。決定是買入還是持有或賣出相關證券仍然完全由閣下負責。本公司發起或終止貸款不表明其對相關證券的價值認為有任何下跌或其他的風險。 
2.4 客戶陳述並確認附表 1（證券借貸協議-Securities Borrowing and Lending Agreement）條款內容，同意按附表 1 的約定進行借入或借出證券安排。

3. 客戶授權簽訂一筆或多筆證券借貸 
3.1 客戶確認，本第 3 條項下的授權涵蓋相關證券。客戶特此同意並授予本公司一項常設授權，以使本公司在任何時候根據證券借貸協議使用客戶的任何證券或證券抵押品（“常設授權”），包括與客戶訂立一項或多項證券借貸交易，根據該等交易，客戶將向本公司貸款，並且本公司將從客戶借款，可能不時借出客戶的任何客戶帳戶中的任何種類的任何相關證券（每項該等證券借貸交易稱為 “貸款”)。在不影響前述規定的情況下，客戶在此授權本公司作為客戶的實際代理人並根據本授權條款使用本公司的酌情權查核客戶帳戶中的相關證券，並採取所有必要程式去啟動、借取及終止客戶作為貸款人和本公司作為借款人之間的相關證券借貸。 
3.2 客戶確認並同意： 
(a) 本公司可考慮影響市場及潛在交易的各種因素，如潛在借款的規模、期限、證券的性質及影響證券的各種市場因素、本公司其他客戶的現行市場利率、持倉情況及借貸利率、本公司股票的潛在二級借入人的身份及在證券借貸市場的可獲得性、其他與潛在借貸有關的情況等，酌情評估本公司認為與本帳戶中相關的因素，以確定是否可以按對閣下及本公司有利的條款向本公司出借相關證券。
(b) 本公司應酌情決定在第 8.1 條項下本公司向閣下借入相關證券而應向閣下支付的費用，該等費用應考慮到各種規模的貸款市場的現行利率，其他本公司關聯公司或第三方因本公司向證券借貸市場借出證券而可能支付的利率，本公司可能向第三方（例如向本公司介紹帳戶的經紀人）支付的款項，其他本公司關聯公司或第三方對證券的要求，以及其他相關因素。閣下授權本公司可根據上述因素的變化，酌情更改其向閣下繳付的費率。利率可能因證券出借市場的性質而頻繁（每日）變動，並可能涉及大幅下調（或上調）變動。 
(c) 本公司從客戶借取相關證券是雙方的直接交易，然後將該等證券用於本公司自身目的（包括賣空）或出借給其他集團成員公司或其他第三方用於自身目的（包括賣空）。本公司可將相關證券出借給其他本公司關聯公司或第三方，該其他本公司關聯公司或第三方屆時可在證券出借市場將該等證券出借給其他方。 
(d) 本公司的證券借貸計畫並不保證閣下可就貸款項下的相關證券獲得最佳收入。證券出借交易市場不規範、透明度不高，沒有規則或者機制能夠保證任何一個特定市場參與者都能獲得最優的出借利率。 
(e) 本公司沒有義務借入特定的相關證券。不能保證全部或部分閣下的相關證券可能被借出去或將被借出去。可能沒有市場可以以有利的利率借出閣下的相關證券，或者本公司可能無法進入有自願借款人的市場。本公司或其他本公司客戶或本公司關聯公司可能持有可借出的證券以滿足可用的借款利息，因此本公司可能不會向閣下借入證券。本授權書中的任何內容均不要求本公司將閣下的權益放在其他本公司客戶的權益之前。本公司可酌情決定在參與證券借貸計畫的本公司客戶中分配借貸機會，前提是本公司將在考慮本公司確定的相關因素後公平分配此類機會（包括但不限於客戶在全部相關客戶之間按比例持有的某一特定證券)。 
(f) 閣下將不享有：（i）在特定貸款發起之前或之後批准該等貸款的能力或權利，（ii）批准或拒絕費用（或任何變更）的能力，及（iii）終止特定貸款的權利（除非閣下出售正在出借的相關證券或終止本授權）。 
(g) 客戶將簽署並向本公司或本公司指示的任何政府或稅務機關（包括以電子證書的方式）提供（按適用情形，包括通過更新）任何資訊、陳述、表格、文件、意見、文書和證明，以及（在每種情況下）為使本公司遵守適用法規（包括共同彙報標準要求）而可能合理要求的其他合作或協助（“資訊”）。如果閣下未能簽署任何該等文件、意見、文書或證明，閣下特此授權本公司代表閣下簽署該等文件、意見、文書或證明。本公司被授權向任何相關稅務或政府部門提供與遵守適用法規（包括共同彙報標準要求）相關的資訊。本公司可根據有關帳戶或相關證券的適用法規，採取其認為必要的行動，以確保本公司應繳付的任何預扣稅，以及本公司或上述任何人士的任何代理人、代表、雇員、董事、高級職員或聯屬公司因閣下未能向本公司提供所要求的文件或其他資料而蒙受或招致的任何相關成本、利息、罰款及其他損失和責任，均由閣下承擔。 (h) 出借相關證券不受《證券及期貨條例》及《證券及期貨（客戶證券）交易規則》（香港法例第 571 H 章）項下對客戶證券的要求所規限。 
3.3 客戶向本公司提供的貸款應構成客戶向本公司轉讓該被借貸的證券的全部權利（包括任何投票權及獲得任何利息、股息或其他分配的權利)、權屬和權益，且不附帶任何主體的任何留置權、權利主張、抵押或權利負擔或任何其他權益。其中，本公司必須擁有全部已借出證券的所有權，包括有權將已借出的證券轉讓他人或以已借出的證券設定抵押品向本公司提供融資。本公司將擔任貸款的借款方與本金方。本公司不會以自己的名義作為證券借貸的中間人，也不會以閣下的名義作為閣下的直接代理人或間接代理人，但會承擔閣下的帳戶和風險。 
3.4 貸款應由本公司從相關客戶帳戶中劃扣相應數量的證券，並將該等數量的證券劃轉至本公司的自營帳戶或其可能指示的任何其他帳戶。
3.5 在根據本授權達成一筆貸款時，本公司將盡合理努力在合理可行的情況下儘快在閣下的帳戶戶口結單中通知閣下在貸款項下已向本公司出借的相關證券的數量和描述，但為免生疑問，本公司延遲提供該等通知不應以任何方式使貸款或出借的相關證券的權利、權屬和權益的任何轉讓無效，該等通知應列明每筆貸款的其他條款，包括出借的相關證券的發行人、出借的相關證券的數量、補償依據、擔保金額及任何附加條款。該等通知連同本授權應構成客戶和本公司就通知所涉及的貸款達成的條款的確鑿證據，除非通知中存在明顯錯誤或本公司在發出通知後的 2 個營業日內提出具體異議。 
3.6 客戶可在任何時間出售已出借給本公司的相關證券，本公司將負責終止貸款，根據本協議的條款結算該等證券的出售，並在該等出售的正常交收日之前向客戶提供該等證券的收益。 
3.7 本公司同意，在根據本授權進行貸款時，借出的相關證券應從公司擔保中解除，並應不再受限於公司擔保，不過，為避免疑義，如果根據下文第 4 條交付等同證券，該等證券將在該等交付時立即成為公司擔保的對象。 
3.8 儘管在市場上使用了反映本授權所規定種類交易使用的術語，如 “借入” 或 “借出” 等，但根據本授權所規定的 “借入” 或 “借出” 證券的所有權，將按本授權的規定，由閣下轉移至本公司。 
3.9 抵押品 (a) 除非另有約定，本公司應在向本公司轉讓借出的相關證券之前或同日，根據本公司不時向閣下提供的擔保政策中載明的條款和條件，向閣下轉讓抵押品。該等抵押品政策將涵蓋但不限於與可接受的抵押品相關的適用要求，抵押品門檻、與抵押品的轉讓和替代相關的收入或分配。抵押品政策可能會根據本公司的酌情權不時作出更改。 (b) 本公司向各位轉讓的抵押品（可能不時調整）應作為本公司與該等相關貸款相關的義務的擔保。 (c) 除非本協議另有規定，在貸款終止時，客戶有義務自行並授權本公司於該日期或本公司確定的其他日期儘快將抵押品（及其不時的調整) 轉讓給本公司。 
3.10 常設授權 (a) 閣下確認並同意，在不進一步通知客戶的情況下，本公司可開展第 3 條和第 4 條中列出的任何事項。 (b) 閣下也確認常設授權： (i) 在不影響本公司或本公司關聯公司就任何帳戶中的款項或任何證券的交易可能享有的其他權力或權利的情況下作出；及 (ii) 不得影響本公司為清償閣下或代表閣下對本公司或第三方承擔的任何責任而自行或由本公司相關實體處置或發起處置閣下證券或證券抵押品的權利。 (c) 當閣下是： (i) 作為專業投資者，在根據第 3.4 條（撤銷）的規定撤銷常設授權之前，該常設授權應持續有效； (ii) 非專業投資者，常設授權應在第 3.3 條（有效期）所述的期限內有效，但客戶可根據第 3.5 條（續期）的規定續展常設授權。 
4. 交付等同證券的義務 
4.1 受限於下文第 4.5 條的規定，本公司可在任何時間終止任何一筆或多筆未償還貸款的全部或任何部分，從而本公司有義務交付作為貸款目標的相關證券（或擬終止的貸款部分）的等同證券，並盡商業上的合理努力確保該等等同證券在不遲於相關交易所或該等等同證券交易或結算所通過的結算系統的標準交收時間返還。 
4.2 此外，如果閣下給本公司發出出售或提取任何證券的指令，而閣下將該等證券作為未償還貸款出借給本公司而導致閣下的客戶帳戶中沒有足夠數量的該類型證券，則本公司應終止全部或部分本公司認為必須終止閣下的客戶帳戶中有足夠數量的證券才能生效。如客戶未能及時交回證券以結清該等證券，則本公司將負責進行出售結算（無論是通過與本公司其他客戶進行一筆或多筆證券借貸交易，還是其他方式)，如果本公司未能及時交回該等等證券，則該等證券的交付可能會被延遲，客戶可能無法全面履行客戶的交收義務。 
4.3 一旦全部或部分貸款終止，本公司將盡合理努力在合理可行的情況下儘快通知客戶，本公司在閣下的客戶對帳單中將有義務向閣下交付的等價證券的數量和描述，不過，為避免疑義，本公司延遲提供該等通知的行為不得以任何方式使貸款的終止或貸款項下的相關等價證券的權利、權屬和權益的任何轉讓無效。 
4.4 本公司可能通過將其等價證券存入閣下的客戶帳戶來履行其向閣下交付等價證券的義務。等同證券在該等授信時將受限於本協議的所有規定，包括但不限於本授權及與公司擔保相關的規定。 
4.5 儘管有上文第 4.1 段的規定，本公司可在本協議項下的違約事件發生後的任何時間自行選擇：(a) 以向閣下支付等同證券價值的義務取代本公司根據本授權向閣下交付等同證券的任何未履行的義務；及 (b) 用閣下在本協議或閣下與本公司簽署的任何其他協議、文書或承諾項下應向本公司支付的任何金額（與該等義務的貨幣、支付或預訂地點無關) 抵銷該等價值。本段應不影響，並且除任何抵銷權、帳戶組合、留置權或任何一方在任何其他時間依法、通過合約或其他方式享有的其他權利之外，本段還應補充享有任何其他權利。 
4.6 為本第 4 條之目的，任何證券或等同證券的價值應由本公司決定，為確定該等價值之目的，本公司應依賴其認為聲譽良好的任何定價來源提供的價值，或在沒有該等價值的情況下（或本公司認為該等價值不準確的情況下)，本公司合理確定的價值。閣下同意本段所述的估價方法構成商業上合理的估價。 
5. 投票權 
如果任何未償還貸款項下的任何相關證券的任何表決權未被行使，本公司無義務按照閣下的指示安排此類投票權的行使。如果該等投票、同意或其他行動的登記日或截止期限在貸款期限內，則閣下在此放棄就出借的相關證券行使任何投票權、提供任何同意或採取任何類似行動的權利。 
6. 收入 
6.1 如果根據任何尚未償還的貸款就任何相關證券產生任何現金形式的利息、股息或其他分配（“現金收入”），本公司應在相關證券的發行人支付該等現金收入後，儘快盡合理努力向帳戶貸記等於該等收入金額（減去任何稅項的任何扣除或預提）的金額（“已製造的股息”）。 
6.2 如果根據任何未償還貸款就任何相關證券產生以證券形式的任何利息、股息或其他分配（“證券收益”），則該等證券收益應加入該等已提供貸款的證券，並在相關貸款結束之前不會交付給客戶。 
7. 印花稅或轉讓稅 
除非本公司另行通知，本公司保證及時支付並承擔就任何貸款和根據本授權進行的或本授權擬議的證券或等同證券的任何轉讓應繳納的任何印花稅或轉讓稅。除另有規定者外，本公司可能需要對與閣下貸款有關的款項扣繳稅款。 在本公司向閣下提前 5 工作日發出書面通知的前提下，對於在該通知期後生效的貸款，本公司有權要求閣下償還本公司支付的任何印花稅或轉讓稅。 根據本授權或任何此類授權的任何此類貸款或相關的證券或等價證券轉讓。閣下有責任自行評估參與本公司證券借貸項目和 “貸款” 交易的稅務後果，必要時可以諮詢稅務專業人員。 
8. 費用 
8.1 本公司將就每筆貸款向客戶支付一筆費用，費率參照本公司轉貸相關證券所獲得的淨收入的大致百分比確定。本公司收到並用於計算該等費用的淨收入可能少於本公司因轉貸該等證券而收到的總收益，原因是存在某些扣除和收費，包括向本公司關聯公司和第三方支付的款項，以及本公司的營業收入或費用。
8.2 第 8.1 條項下的費率和費用的支付應符合本公司不時向閣下提供的費用表中所列的條款和條件。該等費用表將包括但不限於適用費用、應計項目和支付條款。本公司可不時酌情決定對費用表作出變更。 
8.3 客戶確認並同意，本公司可將轉貸相關證券所得收入的一部分支付給第三方，例如介紹經紀人，該經紀人可介紹帳戶給本公司。該等付款可減少本公司在整個貸款期限內將向客戶支付的費用。 
8.4 不過，除非另有約定，並受限於上文第 6.1 條和第 6.2 條的規定，本公司有權為其自身利益保留本公司就任何貸款收到的所有費用、利潤及其他利益；除上文第 8.1 條提及的之外，本公司就任何貸款向客戶不支付任何報酬或費用。
9. 授權書 
客戶特此委派本公司作為客戶的代理人（擁有充分的替換和委託權力)，以客戶的名義、代表客戶並作為客戶的行為和契約簽署、蓋章、簽署、交付、完善並開展為使本授權書的規定生效或為履行本授權書的規定之目的所需要的所有契據、文書、行為和事項，包括代表客戶訂立任何貸款，根據任何貸款代表客戶從客戶客戶帳戶提取任何相關證券，或在任何貸款終止後代表客戶接受任何同等證券的存款。 
10. 陳述和確認 
客戶在簽訂貸款的每一日以及在貸款未償還的每一日向本公司陳述： 
(a) 閣下有權將所有出借相關證券的全部法定及實益所有權（及，就相關結算系統內持有的任何該等證券而言，該等證券的全部實益所有權）不附帶任何產權負擔地貸記至本公司帳戶；
(b) 記入帳戶貸方的所有證券均已足額繳付、有效發行，且不受限於任何購買選擇權或類似權利；
(c) 閣下是本授權的主要承擔者；
(d) 客戶能夠（代表客戶自身或由於已獲得獨立的稅務、財務、法律及其他專業意見）評估並瞭解並接受本授權及任何貸款的條款、條件、價值和風險，以及任何貸款及在本授權項下應付的任何已製造的股息的稅務和會計處理； 
(e) 記入帳戶的任何證券均不受限於該等證券或與之相關的任何文件的所有人出售、轉讓、在該等證券上設立擔保或以其他方式轉讓該等證券的能力的任何條件或限制，包括但不限於任何要求該等證券的任何出售、轉讓、設立擔保或以其他方式轉讓或執行須經任何主體同意或批准，以及根據任何適用法規對該等證券提出的任何登記或資格要求或招股書交付要求（包括根據《1933 年美國證券法》及其修訂版第 5 條產生的任何該等要求）；及
(f) 客戶和客戶的關聯方不是且未曾是該等證券發行人的 “關聯方”，並且，在客戶手中，該等證券不是 “受限制證券” 或 “控制證券”（均符合《1933 年美國證券法》及其修訂版 144 規則的含義）。 
11. 終止 
11.1 任何一方均可按服務條款第 27 條（終止）規定的方式終止本授權。在不影響服務條款第 27 條（終止）的情況下，終止日應為本公司書面確認的日期，該日期應為合理儘快的日期，除非閣下與本公司另行書面約定，該日期不得早于適用於貸款相關證券的購買或出售的標準結算日。一旦終止，所有未償還貸款應由本公司根據上文第 4.1 條的規定終止。 ‘
11.2 在不影響服務條款第 27 條（終止）的情況下，客戶執行在貸款項下出售借出的相關證券的指令應構成客戶向本公司發出的終止通知。該等出借相關證券的出售設定的終止日應為出借相關證券的該等出售的交收日或受限於本公司同意的任何更早日期。

附表 1
證券借貸協議（Securities Lending Agreement）

This Securities Lending Agreement (“S&L Agreement”) is entered into by and between GigaMoney Ltd. (“Lender”) and the Client.

1. Applicability.
From time to time the parties hereto may enter into transactions in which one party (“Lender”) will lend to the Client (“Borrower”) certain Securities (as defined herein) against a transfer of Collateral (as defined herein). Each such transaction shall be referred to herein as a “Loan” and, unless otherwise agreed in writing, shall be governed by this S&L Agreement, including any supplemental terms or conditions contained in an Annex or Schedule hereto and in any other annexes identified herein or therein as applicable hereunder. Capitalized terms not otherwise defined herein shall have the meanings provided in Section 25.

2. Loans of Securities.
2.1 Subject to the terms and conditions of this S&L Agreement, Borrower or Lender may, from time to time, seek to initiate a transaction in which Lender will lend Securities to Borrower. Borrower and Lender shall agree on the terms of each Loan (which terms may be amended during the Loan), including the issuer of the Securities, the amount of Securities to be lent, the basis of compensation, the amount of Collateral to be transferred by Borrower, and any additional terms. Such S&L Agreement shall be confirmed (a) by a schedule and receipt listing the Loaned Securities provided by Borrower to Lender in accordance with Section 3.2, (b) through any system that compares Loans and in which Borrower and Lender are participants, or (c) in such other manner as may be agreed by Borrower and Lender in writing. Such confirmation (the “Confirmation”), together with the S&L Agreement, shall constitute conclusive evidence of the terms agreed between Borrower and Lender with respect to the Loan to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any inconsistency between the terms of such Confirmation and this S&L Agreement, this S&L Agreement shall prevail unless each party has executed such Confirmation.

2.2 Notwithstanding any other provision in this S&L Agreement regarding when a Loan commences, unless otherwise agreed, a Loan hereunder shall not occur until the Loaned Securities and the Collateral therefor have been transferred in accordance with Section 15.

3. Transfer of Loaned Securities.
3.1 Unless otherwise agreed, Lender shall transfer Loaned Securities to Borrower hereunder on or before the Cutoff Time on the date agreed to by Borrower and Lender for the commencement of the Loan.

3.2 Notwithstanding any other provision in this S&L Agreement, the parties hereto agree that they intend the Loans hereunder to be loans of Securities. If, however, any Loan is deemed to be a loan of money by Borrower to Lender, then Borrower shall have, and Lender shall be deemed to have granted, a security interest in the Loaned Securities and the proceeds thereof.

4. Collateral.
4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities.

4.2 Borrower shall be deemed to have transferred Collateral to Lender by crediting Lender’s account carried by Borrower with Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. Lender will be deemed to have transferred Loaned Securities to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and therefore not subject to the general possession to control requirements of Exchange Act rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender on the date Borrower treats such securities as customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or continue to be borrowed by Borrower pursuant to any hypothecation S&L Agreement between Lender and Borrower.

4.3 It is understood that Lender may use, lend or invest the Collateral, if such consists of cash, at its own risk, but that Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession.

4.4 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer, and hereby authorizes Borrower to effect the transfer of, the Collateral (as adjusted pursuant to Section 9) toBorrower on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected.

4.5 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and Borrower does not transfer Collateral to Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities.

4.6 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities.

4.7 In the event Borrower and Lender agree to a Loan of Securities collateralized by a Letter of Credit, in order to enable the Issuing Bank to identify Lender and issue the Letter of Credit in favor of Lender, Lender hereby agrees that Borrower may provide information in its possession concerning Lender’s identity to the Issuing Bank. Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

5. Fees for Loan.
5.1 Unless otherwise agreed, Borrower agrees to pay Lender a loan fee (a “Loan Fee”), computed daily on each Loan.

5.2 Unless otherwise agreed, any Loan Fee payable hereunder shall be payable within fifteen (15) Business Days following the last Business Day of the calendar month in which such fee was incurred.

6. Termination of the Loan.
6.1 Unless otherwise agreed, either party may terminate a Loan on a termination date established by notice given to the other party prior to the Close of Business on a Business Day. Unless an earlier date is agreed by the Parties, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be (i) in the case of Government Securities, the next Business Day following such notice and (ii) in the case of all other Securities, the third Business Day following such notice.

6.2 Notwithstanding section 6.2 and unless otherwise agreed, Borrower may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the end of a Business Day if it treats such securities as customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower pursuant to any hypothecation S&L Agreement between Lender and Borrower.

6.3 The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower. The termination date established by such a sale of the Loaned Securities shall be the settlement date of such sale of the Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under section

6.4 Unless otherwise agreed, Borrower shall, on or before the Cutoff Time on the termination date of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Lender shall transfer the Collateral (as adjusted pursuant to Section 9) to Borrower in accordance with Section 4.4.

7. Rights in Respect of Loaned Securities and Collateral.
Except as set forth in Sections 8.1 and 8.2 and as otherwise agreed by Borrower and Lender, until Loaned Securities are required to be redelivered to Lender upon termination of a Loan hereunder, Borrower shall have all of the incidents of ownership of the Loaned Securities, including the right to transfer the Loaned Securities to others. Lender hereby waives the right to vote, or to provide any consent or to take any similar action with respect to, the Loaned Securities in the event that the record date or deadline for such vote, consent or other action falls during the term of the Loan.

8. Distributions.
8.1 Lender shall be entitled to receive all Distributions made on or in respect of the Loaned Securities which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower.

8.2 Any cash Distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 8.1, shall be paid by the transfer of cash to Lender by Borrower, on the date any such Distribution is paid, in an amount equal to such cash Distribution, so long as Lender is not in Default at the time of such payment. Non-cash Distributions that Lender is entitled to receive pursuant to Section 8.1 shall be added to the Loaned Securities on the date of distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith transfer the same to Lender.

8.3 Borrower shall be entitled to receive all Distributions made on or in respect of non-cash Collateral which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been transferred to Lender.

8.4 Any cash Distributions made on or in respect of such Collateral, which Borrower is entitled to receive pursuant to Section 8.3, shall be paid by the transfer of cash to Borrower by Lender, on the date any such Distribution is paid, in an amount equal to such cash Distribution, so long as Borrower is not in Default at the time of such payment. Non-cash Distributions that Borrower is entitled to receive pursuant to Section 8.3 shall be added to the Collateral on the date of distribution and shall be considered such for all purposes, except that if each Loan secured by such Collateral has terminated, Lender shall forthwith transfer the same to Borrower.

8.5 Unless otherwise agreed by the parties:
8.5.1 If (i) Borrower is required to make a payment (a “Borrower Payment” ) with respect to cash Distributions on Loaned Securities under Sections 8.1 and 8.2 ( “Securities Distributions” ), or (ii) Lender is required to make a payment (a “Lender Payment” ) with respect to cash Distributions on Collateral under Sections 8.3 and 8.4 ( “Collateral Distributions” ), and (iii) Borrower or Lender, as the case may be ( “Payor” ), shall be required by law to collect any withholding or other tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment ( “Tax” ), then Payor shall (subject to subsections (b) and (c) below), pay such additional amounts as may be necessary in order that the net amount of the Borrower Payment or Lender Payment received by the Lender or Borrower, as the case may be ( “Payee” ), after payment of such Tax equals the net amount of the Securities Distribution or Collateral Distribution that would have been received if such Securities Distribution or Collateral Distribution had been paid directly to the Payee.
8.5.2 No additional amounts shall be payable to a Payee under subsection 8.5.1 above to the extent that Tax would have been imposed on a Securities Distribution or Collateral Distribution paid directly to the Payee.
8.5.3 No additional amounts shall be payable to a Payee under subsection 8.5.1 above to the extent that such Payee is entitled to an exemption from, or reduction in the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation but has failed timely to provide such certificate or other documentation.
8.5.4 Each party hereto shall be deemed to represent that, as of the commencement of any Loan hereunder, no Tax would be imposed on any cash Distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the rate of any Tax that would be imposed on any such cash Distributions payable to it.
8.6 To the extent that, under the provisions of Sections 8.1 through 8.5, (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit, Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately credit the amounts that would have been transferable under such Sections to the account of Lender or Borrower (as the case may be).

9. Mark to Market.
9.1 If at any time the aggregate Market Value of all Collateral for Loans by Lender shall be less than the Margin Percentage of the Market Value of all the outstanding Loaned Securities subject to such Loans (a “Margin Deficit” ), Borrower shall transfer additional Collateral no later than the Close of Business on the next Business Day so that the Market Value of such additional Collateral, when added to the Market Value of all other Collateral for such Loans, shall equal or exceed the Margin Percentage of the Market Value of the Loaned Securities.

9.2 If at any time the Market Value of all Collateral for Loans to Borrower shall be greater than the Margin Percentage of the Market Value of all the outstanding Loaned Securities subject to such Loans (a “Margin Excess” ), Lender hereby authorizes Borrower to transfer to Borrower such amount of the Collateral selected by Borrower so that the Market Value of the Collateral for such Loans, after deduction of such amounts, shall thereupon not exceed the Margin Percentage of the Market Value of the Loaned Securities.

9.3 Borrower and Lender may agree, with respect to one or more Loans hereunder, to mark the values to market pursuant to Sections 9.1 and 9.2 by separately valuing the Loaned Securities lent and the Collateral given in respect thereof on a Loan-by- Loan basis.

9.4 Borrower and Lender may agree, with respect to any or all Loans hereunder, that the respective rights of Lender and Borrower under Sections 9.1 and 9.2 may be exercised only where a Margin Excess or Margin Deficit exceeds a specified dollar amount or a specified percentage of the Market Value of the Loaned Securities under such Loans (which amount or percentage shall be agreed to by Borrower and Lender prior to entering into any such Loans).

10. Representations.
The parties to this S&L Agreement hereby make the following representations and warranties, which shall continue during the term of any Loan hereunder:
10.1 Each party hereto represents and warrants that (a) it has the power to execute and deliver this S&L Agreement, to enter into the Loans contemplated hereby and to perform its obligations hereunder, (b) it has taken all necessary action to authorize such execution, delivery and performance, and (c) this S&L Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

10.2 Each party hereto represents and warrants that it has not relied on the other for any tax or accounting advice concerning this S&L Agreement and that it has made its own determination as to the tax and accounting treatment of any Loan and any dividends, remuneration or other funds received hereunder.

10.3 Each party hereto represents and warrants that it is acting for its own account unless it expressly specifies otherwise in writing and complies with Section 11.1(b).

10.4 To the extent applicable, Borrower represents and warrants that it has, or will have at the time of transfer of any Collateral, the right to grant a first priority security interest therein subject to the terms and conditions hereof.

10.5 Borrower represents and warrants that it (or the person to whom it relends the Loaned Securities) is borrowing or will borrow Loaned Securities that are Equity Securities for the purpose of making delivery of such Loaned Securities in the case of short sales, failure to receive securities required to be delivered, or as otherwise permitted pursuant to Regulation T as in effect from time to time.

10.6 Borrower and Lender may agree, as provided in Section 24.2, that Borrower shall not be deemed to have made the representation or warranty in subsection (a) with respect to any Loan. By entering into any such S&L Agreement, Lender shall be deemed to have represented and warranted to Borrower (which representation and warranty shall be deemed to be repeated on each day during the term of the Loan) that Lender is either (i) an “exempted borrower” within the meaning of Regulation T or (ii) a member of a national securities exchange or a broker or dealer registered with the U.S. Securities and Exchange Commission that is entering into such Loan to finance its activities as a market maker or an underwriter.

10.7 Lender represents and warrants that it has or will have at the time of transfer of any Loaned Securities, the right to transfer the Loaned Securities subject to the terms and conditions hereof.

11. Covenants.
Each party agrees either (a) to be liable as principal with respect to its obligations hereunder or (b) to execute and comply fully with the provisions of Annex I (the terms and conditions of which Annex are incorporated herein and made a part hereof).

12. Events of Default.
All Loans hereunder may, at the option of the non-defaulting party (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence of any one or more of the following events (individually, a “Default”):
12.1 if any Loaned Securities shall not be transferred to Lender upon termination of the Loan as required by Section 6;

12.2 if any Collateral shall not be transferred to Borrower upon termination of the Loan as required by Sections 4.4 and 6;

12.3 if either party shall fail to transfer Collateral as required by Section 9;

12.4 if either party (a) shall fail to transfer to the other party amounts in respect of Distributions required to be transferred by Section 8, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15;

12.5 if any representation made by either party in respect of this S&L Agreement or any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder;

12.6 if either party notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or

12.7 if either party (a) shall fail to perform any material obligation under this S&L Agreement not specifically set forth in clauses 12.1 through 12.7, above, including but not limited to the payment of fees as required by Section 5, and the payment of transfer taxes as required by Section 14, (b) shall have been notified of such failure by the other party prior to the Close of Business on any day, and (c) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 15. The non-defaulting party shall (except upon the occurrence of an Act of Insolvency) give notice as promptly as practicable to the defaulting party of the exercise of its option to terminate all Loans hereunder pursuant to this Section 12.

13. Remedies.
13.1 Upon the occurrence of a Default under Section 12 entitling Lender to terminate all Loans hereunder, Lender shall have the right, in addition to any other remedies provided herein, (a) to purchase a like amount of Loaned Securities ( “Replacement Securities” ) in the principal market for such Loaned Securities in a commercially reasonable manner, (b) to sell any Collateral 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 (including any amounts drawn under a letter of credit supporting any Loan) against the payment of the purchase price for such Replacement Securities and any amounts due to Lender under Sections 5, 8, 14 and 16. In the event that Lender shall exercise such rights, Borrower’s obligation to return a like amount of the Loaned Securities shall terminate. Lender may similarly apply the Collateral and any proceeds thereof to any other obligation of Borrower under this S&L 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 amount of the Collateral, Borrower shall be liable to Lender for the amount of such excess together with interest thereon at a rate equal to LIBOR, the Federal Funds Rate or such other rate as may be specified by the Lender from time to time, in each case as such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess. As security for Borrower’s obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in 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 Replacement Securities purchased under this Section 13.1 shall include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s fees and commissions and all other reasonable costs, fees and expenses related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section 13.1, 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 obtained from a generally recognized source or the last bid quotation from such a source at the most recent Close of Trading. Subject to Section 18, upon the satisfaction of all obligations hereunder, any remaining Collateral shall be returned to Borrower.

13.2 Upon the occurrence of a Default under Section 12 entitling Borrower to terminate all Loans hereunder, Borrower shall have the right, in addition to any other remedies provided herein, (a) to purchase a like amount of Collateral ( “Replacement Collateral” ) in the principal market for such Collateral in a commercially reasonable manner, (b) to sell a like amount of the Loaned Securities in the principal market for such Loaned Securities in a commercially reasonable manner and (c) to apply and set off the Loaned Securities and any proceeds thereof against (i) the payment of the purchase price for such Replacement Collateral, (ii) Lender’s obligation to return any cash or other Collateral, and (iii) any amounts due to Borrower under Sections 5, 8 and 16. In such event, Borrower may treat the Loaned Securities as its own and Lender’s obligation to return a like amount of the Collateral shall terminate; provided, however, that Lender shall immediately return any letters of credit supporting any Loan upon the exercise or deemed exercise by Borrower of its termination rights under Section 12. Borrower may similarly apply the Loaned Securities and any proceeds thereof to any other obligation of Lender under this S&L Agreement, including Lender’s obligations with respect to Distributions paid to Lender (and not forwarded to Borrower) in respect of Collateral. In the event that (i) the sales price received from such Loaned Securities is less than (ii) the purchase price of Replacement Collateral (plus the amount of any cash or other Collateral not replaced by Borrower and all other amounts, if any, due to Borrower hereunder), Lender shall be liable to Borrower for the amount of any such deficiency, together with interest on such amounts at a rate equal to LIBOR, the Federal Funds Rate or such other rate as may be specified by the Lender from time to time, in each case as such rate fluctuates from day to day, from the date of such sale until the date of payment of such deficiency. As security for Lender’s obligation to pay such deficiency, Borrower shall have, and Lender hereby grants, a security interest in any property of Lender then held by or for Borrower and a right of setoff with respect to such property and any other amount payable by Borrower to Lender. The purchase price of any Replacement Collateral purchased under this Section 13.2 shall include, and the proceeds of any sale of Loaned Securities shall be determined after deduction 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 Borrower exercises its rights under this Section 13.2, Borrower may elect in its sole discretion, in lieu of purchasing all or a portion of the Replacement Collateral or selling all or a portion of the Loaned Securities, to be deemed to have made, respectively, such purchase of Replacement Collateral or sale of Loaned Securities for an amount equal to the price therefor on the date of such exercise obtained from a generally recognized source or the last bid quotation from such a source at the most recent Close of Trading. Subject to Section 18, upon the satisfaction of all Lender’s obligations hereunder, any remaining Loaned Securities (or remaining cash proceeds thereof) shall be returned to Lender.

13.3 Unless otherwise agreed, the parties acknowledge and agree that (a) the Loaned Securities and any Collateral consisting of Securities are of a type traded in a recognized market, (b) in the absence of a generally recognized source for prices or bid or offer quotations for any security, the non-defaulting party may establish the source therefor in its sole discretion, and (c) all prices and bid and offer quotations shall be increased to include accrued interest to the extent not already included therein (except to the extent contrary to market practice with respect to the relevant Securities).

13.4 In addition to its rights hereunder, the non-defaulting party shall have any rights otherwise available to it under any other S&L Agreement or applicable law. In addition to any other remedies to which a non-defaulting party may be entitled under the S&L Agreement, the defaulting party shall, with respect to an individual Loan or with respect to a class of Loans, be liable to the non-defaulting party for (a) the amount of all reasonable legal or other expenses incurred by the non-defaulting party in connection with or as a result of a Default, (b) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of a Default, and (c) any other loss, damage, cost or expense directly arising or resulting from the occurrence of a Default in respect of a Loan.

14. Transfer Taxes.
All transfer taxes with respect to the transfer of the Loaned Securities by Lender to Borrower and by Borrower to Lender upon termination of the Loan and with respect to the transfer of Collateral by Borrower to Lender and by Lender to Borrower upon termination of the Loan or pursuant to Section 4.6 or Section 9 shall be paid by Borrower.

15. Transfers.
15.1 All transfers by either Borrower or Lender of Loaned Securities or Collateral consisting of “financial assets” (within the meaning of the UCC) hereunder shall be by (a) in the case of certificated securities, physical delivery of certificates representing such securities together with duly executed stock and bond transfer powers, as the case may be, with signatures guaranteed by a bank or a member firm of the New York Stock Exchange, Inc., (b) registration of an uncertificated security in the transferee’s name by the issuer of such uncertificated security, (c) the crediting by a Clearing Organization of such financial assets to the transferee’s “securities account” (within the meaning of the UCC) maintained with such Clearing Organization, or (d) such other means as Borrower and Lender may agree.

15.2 All transfers of cash hereunder shall be by (a) wire transfer in immediately available, freely transferable funds or (b) such other means as Borrower and Lender may agree.

15.3 All transfers of letters of credit from Borrower to Lender shall be made by physical delivery to Lender of an irrevocable letter of credit issued by a “bank” as defined in Section 3(a)(6)(A)-(C) of the Exchange Act. Transfers of letters of credit from Lender to Borrower shall be made by causing such letters of credit to be returned or by causing the amount of such letters of credit to be reduced to the amount required after such transfer.

15.4 A transfer of Securities, cash or letters of credit may be effected under this Section 15 on any day except (a) a day on which the transferee is closed for business at its primary place of business or (b) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer.

15.5 For the avoidance of doubt, the parties agree and acknowledge that the term “securities,” as used herein (except in this Section 15), shall include any “security entitlements” with respect to such securities (within the meaning of the UCC). In every transfer of “financial assets” (within the meaning of the UCC) hereunder, the transferor shall take all steps necessary (a) to effect a delivery to the transferee under Section 8-301 of the UCC, or to cause the creation of a security entitlement in favor of the transferee under Section 8-501 of the UCC, (b) to enable the transferee to obtain “control” (within the meaning of Section 8- 106 of the UCC), and (c) to provide the transferee with comparable rights under any applicable foreign law or regulation.

16. Contractual Currency.
16.1 Borrower and Lender agree that (a) any payment in respect of a Distribution under Section 8 shall be made in the currency in which the underlying Distribution of cash was made, (b) any return of cash shall be made in the currency in which the underlying transfer of cash was made, and (c) any other payment of cash in connection with a Loan under this S&L Agreement shall be in the currency agreed upon by Borrower and Lender in connection with such Loan (the currency established under clause (a), (b) or (c) hereinafter referred to as the “Contractual Currency” ). Notwithstanding the foregoing, the payee of any such payment may, at its option, accept tender thereof in any other currency; provided, however, that, to the extent permitted by applicable law, the obligation of the payor to make such payment will be discharged only to the extent of the amount of Contractual Currency that such payee may, consistent with normal banking procedures, purchase with such other currency (after deduction of any premium and costs of exchange) on the banking day next succeeding its receipt of such currency.

16.2 If for any reason the amount in the Contractual Currency received under Section 16.1, including amounts received after conversion of any recovery under any judgment or order expressed in a currency other than the Contractual Currency, falls short of the amount in the Contractual Currency due in respect of this S&L Agreement, the party required to make the payment will (unless a Default has occurred and such party is the non-defaulting party) as a separate and independent obligation and to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall.

16.3 If for any reason the amount in the Contractual Currency received under Section 16.1 exceeds the amount in the Contractual Currency due in respect of this S&L Agreement, then the party receiving the payment will (unless a Default has occurred and such party is the non-defaulting party) refund promptly the amount of such excess.

17. ERISA.
Lender shall, if any of the Securities transferred to the Borrower hereunder for any Loan have been or shall be obtained, directly or indirectly, from or using the assets of any Plan, so notify Borrower in writing upon the execution of this S&L Agreement or upon initiation of such Loan under Section 2.1. If Lender so notifies Borrower, then Borrower and Lender shall conduct the Loan in accordance with the terms and conditions of Department of Labor Prohibited Transaction Exemption 81-6 (46 Fed. Reg. 7527, Jan. 23, 1981; as amended, 52 Fed. Reg. 18754, May 19, 1987), or any successor thereto (unless Borrower and Lender have agreed prior to entering into a Loan that such Loan will be conducted in reliance on another exemption, or without relying on any exemption, from the prohibited transaction provisions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code of 1986, as amended). Without limiting the foregoing and notwithstanding any other provision of this S&L Agreement, if the Loan will be conducted in accordance with Prohibited Transaction Exemption 81-6, then:

17.1 Borrower represents and warrants to Lender that it is either (a) a bank subject to federal or state supervision, (b) a broker-dealer registered under the Exchange Act or (c) exempt from registration under Section 15(a)(1) of the Exchange Act as a dealer in Government Securities.

17.2 Borrower represents and warrants that, during the term of any Loan hereunder, neither Borrower nor any affiliate of Borrower has any discretionary authority or control with respect to the investment of the assets of the Plan involved in the Loan or renders investment advice (within the meaning of 29 C.F.R. Section 2510.3-21(c)) with respect to the assets of the Plan involved in the Loan. Lender agrees that, prior to or at the commencement of any Loan hereunder, it will communicate to Borrower information regarding the Plan sufficient to identify to Borrower any person or persons that have discretionary authority or control with respect to the investment of the assets of the Plan involved in the Loan or that render investment advice (as defined in the preceding sentence) with respect to the assets of the Plan involved in the Loan. In the event Lender fails to communicate and keep current during the term of any Loan such information, Lender rather than Borrower shall be deemed to have made the representation and warranty in the first sentence of this Section 17.2.

17.3 Borrower shall mark to market daily each Loan hereunder pursuant to Section 9.1 as is required if Lender is a Customer.

17.4 Borrower and Lender agree that:
17.4.1 the term “Collateral” shall mean cash, securities issued or guaranteed by the United States government or its agencies or instrumentalities, or irrevocable bank letters of credit issued by a person other than Borrower or an affiliate thereof;
17.4.2 prior to the making of any Loans hereunder, Borrower shall provide Lender with (i) the most recent available audited statement of Borrower’s financial condition and (ii) the most recent available unaudited statement of Borrower’s financial condition (if more recent than the most recent audited statement), and each Loan made hereunder shall be deemed a representation by Borrower that there has been no material adverse change in Borrower’s financial condition subsequent to the date of the latest financial statements or information furnished in accordance herewith;
17.4.3 the Loan may be terminated by Lender at any time, whereupon Borrower shall deliver the Loaned Securities to Lender within the lesser of (i) the customary delivery period for such Loaned Securities, (ii) five Business Days, and (iii) the time negotiated for such delivery between Borrower and Lender; provided, however, that Borrower and Lender may agree to a longer period only if permitted by Prohibited Transaction Exemption 81-6; and
17.4.4 the Collateral transferred shall be security only for obligations of Borrower to the Plan with respect to Loans and shall not be security for any obligation of Borrower to any agent or affiliate of the Plan.

18. Single S&L Agreement.
Borrower and Lender acknowledge that, and have entered into this S&L Agreement in reliance on the fact that, all Loans hereunder constitute a single business and contractual relationship and have been entered into in consideration of each other. Accordingly, Borrower and Lender hereby agree that payments, deliveries and other transfers made by either of them in respect of any Loan shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Loan hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. In addition, Borrower and Lender acknowledge that, and have entered into this S&L Agreement in reliance on the fact that, all Loans hereunder have been entered into in consideration of each other. Accordingly, Borrower and Lender hereby agree that (a) each shall perform all of its obligations in respect of each Loan hereunder, and that a default in the performance of any such obligation by Borrower or by Lender (the “Defaulting Party” ) in any Loan hereunder shall constitute a default by the Defaulting Party under all such Loans hereunder, and (b) the non-defaulting party shall be entitled to set off claims and apply property held by it in respect of any Loan hereunder against obligations owing to it in respect of any other Loan with the Defaulting Party.

19. Applicable Law
This S&L Agreement shall be governed and construed in accordance with the laws of the state of New York without giving effect to the conflict of law principles thereof.

20. Waiver.
The failure of a party to this S&L Agreement to insist upon strict adherence to any term of this S&L Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this S&L Agreement. All waivers in respect of a Default must be in writing.

21. Survival of Remedies.
All remedies hereunder and all obligations with respect to any Loan shall survive the termination of the relevant Loan, return of Loaned Securities or Collateral and termination of this S&L Agreement.

22. Notices and Other Communications.
Any and all notices, statements, demands or other communications hereunder may be given by Lender to the Client by telephone, mail, facsimile, e-mail, electronic message, telegraph, messenger or otherwise at the phone and facsimile numbers provided by the Client and maintained by Lender in its books and records for such Client. Any notice, statement, demand or other communication hereunder may be given by the Client to Lender in writing electronically. Any notice, statement, demand or other communication hereunder will be deemed effective on the day and at the time on which it is received, if not received, on the day and at the time on which its delivery was in good faith attempted; provided, however, that any notice by a party to the other party by telephone shall be deemed effective on if (a) such notice is followed by written confirmation thereof and (b) at least one of the other means of providing notice that are specifically listed above has previously been attempted in good faith by the notifying party.

23.Mandatory Arbitration.
The parties hereby agree that any dispute, controversy or claim between the parties arising out of this S&L Agreement or any loan hereunder shall be subject to the mandatory arbitration provision contained in any customer account or similar S&L Agreement entered into between such parties.

24. Miscellaneous.
24.1 Except as specified in Section 1 or as otherwise agreed by the parties, this S&L Agreement supersedes any other S&L Agreement between the parties hereto concerning loans of Securities between Borrower and Lender. This S&L Agreement shall not be assigned by either party without the prior written consent of the other party and any attempted assignment without such consent shall be null and void. Subject to the foregoing, this S&L Agreement shall be binding upon and shall inure to the benefit of Borrower and Lender and their respective heirs, representatives, successors and assigns. This S&L Agreement may be terminated by either party upon notice to the other, subject only to fulfillment of any obligations then outstanding. This S&L Agreement shall not be modified, except by an instrument in writing signed by the party against whom enforcement is sought. The parties hereto acknowledge and agree that, in connection with this S&L Agreement and each Loan hereunder, time is of the essence. Each provision and S&L Agreement herein shall be treated as separate and independent from any other provision herein and shall be enforceable notwithstanding the unenforceability of any such other provision or S&L Agreement.
24.2 Any S&L Agreement between Borrower and Lender pursuant to Section 10.5(b) or Section 25.37 shall be made (a) in writing, (b) orally, if confirmed promptly in writing or through any system that compares Loans and in which Borrower and Lender are participants, or (c) in such other manner as may be agreed by Borrower and Lender in writing.

25. Definitions.
For the purposes hereof:
25.1 “Act of Insolvency” shall mean, with respect to any party, (a) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party’s seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (b) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (i) is consented to or not timely contested by such party, (ii) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (iii) is not dismissed within 15 days, (c) the making by such party of a general assignment for the benefit of creditors, or (d) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due.

25.2 “Bankruptcy Code” shall have the meaning assigned in Section 26.1

25.3 “Borrower” shall have the meaning assigned in Section 1.

25.4 “Borrower Payment” shall have the meaning assigned in Section 8.5(a).

25.5 “Broker- Dealer” shall mean any person that is a broker (including a municipal securities broker), dealer, municipal securities dealer, government securities broker or government securities dealer as defined in the Exchange Act, regardless of whether the activities of such person are conducted in the United States or otherwise require such person to register with the U.S. Securities and Exchange Commission or other regulatory body.

25.6 “Business Day” shall mean, with respect to any Loan hereunder, a day on which regular trading occurs in the principal market for the Loaned Securities subject to such Loan, provided, however, that for purposes of determining the Market Value of any Securities hereunder, such term shall mean a day on which regular trading occurs in the principal market for the Securities whose value is being determined. Notwithstanding the foregoing, (a) for purposes of Section 9, “Business Day” shall mean any day on which regular trading occurs in the principal market for any Loaned Securities or for any Collateral consisting of Securities under any outstanding Loan hereunder and “ next Business Day” shall mean the next day on which a transfer of Collateral may be effected in accordance with Section 15, and (b) in no event shall a Saturday or Sunday be considered a Business Day.

25.7 “Cash Collateral Fee” shall have the meaning assigned in Section 5.1.

25.8 “Clearing Organization” shall mean (a) The Depository Trust Company, or, if agreed to by Borrower and Lender, such other “securities intermediary” (within the meaning of the UCC) at which Borrower (or Borrower’s agent) and Lender (or Lender’s agent) maintain accounts, or (b) a Federal Reserve Bank, to the extent that it maintains a book-entry system.

25.9 “Close of Business” shall mean 4 :00 p.m. (New York City time)

25.10 “Close of Trading” shall mean, with respect to any Security, the end of the primary trading session established by the principal market for such Security on a Business Day, unless otherwise agreed by the parties.

25.11 “Collateral” shall mean, whether now owned or hereafter acquired and to the extent permitted by applicable law, (a) any property which Borrower and Lender agree prior to the Loan shall be acceptable collateral and which is transferred to Lender pursuant to Sections 4 or 9 (including as collateral, for definitional purposes, any letters of credit mutually acceptable to Lender and Borrower), (b) any property substituted therefor pursuant to Section 4.5, (c) all accounts in which such property is deposited and all securities and the like in which any cash collateral is invested or reinvested, and (d) any proceeds of any of the foregoing; provided, however, that if Lender is a Customer, “Collateral” shall (subject to Section 17.4(a), if applicable) be limited to cash, U.S. Treasury bills and notes, an irrevocable letter of credit issued by a “ bank” (as defined in Section 3(a)(6)(A)-(C) of the Exchange Act), and any other property permitted to serve as collateral securing a loan of securities under Rule 15c3-3 under the Exchange Act or any comparable regulation of the Secretary of the Treasury under Section 15C of the Exchange Act (to the extent that Borrower is subject to such Rule or comparable regulation) pursuant to exemptive, interpretive or no-action relief or otherwise. If any new or different Security shall be exchanged for any Collateral by recapitalization, merger, consolidation or other corporate action, such new or different Security shall, effective upon such exchange, be deemed to become Collateral in substitution for the former Collateral for which such exchange is made. For purposes of return of Collateral by Lender or purchase or sale of Securities pursuant to Section 13, such term shall include Securities of the same issuer, class and quantity as the Collateral initially transferred by Borrower to Lender, as adjusted pursuant to the preceding sentence.

25.12 “Collateral Distributions” shall have the meaning assigned in Section 8.5(a).

25.13 “Confirmation” shall have the meaning assigned in Section 2.1.

25.14 “Contractual Currency” shall have the meaning assigned in Section 16.1.

25.15 “Customer” shall mean any person that is a customer of Borrower under Rule 15c3-3 under the Exchange Act or any comparable regulation of the Secretary of the Treasury under Section 15C of the Exchange Act (to the extent that Borrower is subject to such Rule or comparable regulation).

25.16 “Cutoff Time” shall mean a time on a Business Day by which a transfer of cash, securities or other property must be made by Borrower or Lender to the other, as shall be agreed by Borrower and Lender orally or in writing or, in the absence of any such S&L Agreement, as shall be determined in accordance with market practice.
25.17 “Default” shall have the meaning assigned in Section 12.

25.18 “Defaulting Party” shall have the meaning assigned in Section 18.

25.19 “Distribution” shall mean, with respect to any Security at any time, any distribution made on or in respect of such Security, including, but not limited to: (a) cash and all other property, (b) stock dividends, (c) Securities received as a result of split ups of such Security and distributions in respect thereof, (d) interest payments, (e) all rights to purchase additional Securities, and (f) any cash or other consideration paid or provided by the issuer of such Security in exchange for any vote, consent or the taking of any similar action in respect of such Security (regardless of whether the record date for such vote, consent or other action falls during the term of the Loan). In the event that the holder of a Security is entitled to elect the type of distribution to be received from two or more alternatives, such election shall be made by Lender, in the case of a Distribution in respect of the Loaned Securities, and by Borrower, in the case of a Distribution in respect of Collateral.

25.20 “Equity Security” shall mean any security (as defined in the Exchange Act) other than a “nonequity security,” as defined in Regulation T.

25.21 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

25.22 “Extension Deadline” shall mean, with respect to a letter of credit, the Cutoff Time on the Business Day preceding the day on which the letter of credit expires.

25.23 “FDIA” shall have the meaning assigned in Section 26.4.

25.24 “FDICIA” shall have the meaning assigned in Section 26.5.

25.25 “Federal Funds Rate” shall mean the rate of interest (expressed as an annual rate), as published in Federal Reserve Statistical Release H.15(519) or any publication substituted therefor, charged for federal funds (dollars in immediately available funds borrowed by banks on an overnight unsecured basis) on that day or, if that day is not a banking day in New York City, on the next preceding banking day.

25.26 “Foreign Securities” shall mean, unless otherwise agreed, Securities that are principally cleared and settled outside the United States.

25.27 “Government Securities” shall mean government securities as defined in Section 3(a)(42)(A)-(C) of the Exchange Act.

25.28 “Lender” shall have the meaning assigned in Section 1.

25.29 “Lender Payment” shall have the meaning assigned in Section 8.5(a).

25.30 “LIBOR” shall mean for any date, the offered rate for deposits in U.S. dollars for a period of three months which appears on the Reuters Screen LIBO page as of 11:00 a.m., London time, on such date (or, if at least two such rates appear, the arithmetic mean of such rates).

25.31 “Loan” shall have the meaning assigned in Section 1.

25.32 “Loan Fee” shall have the meaning assigned in Section 5.1.

25.33 “Loaned Security” shall mean any Security transferred in a Loan hereunder until such Security (or an identical Security) is transferred back to Lender hereunder, except that, if any new or different Security shall be exchanged for any Loaned Security by recapitalization, merger, consolidation or other corporate action, such new or different Security shall, effective upon such exchange, be deemed to become a Loaned Security in substitution for the former Loaned Security for which such exchange is made. For purposes of return of Loaned Securities by Borrower or purchase or sale of Securities pursuant to Section 13, such term shall include Securities of the same issuer, class and quantity as the Loaned Securities, as adjusted pursuant to the preceding sentence.

25.34 “Margin Deficit” shall have the meaning assigned in Section 9.2.

25.35 “Margin Excess” shall have the meaning assigned in Section 9.3.

25.36 “Margin Notice Deadline” shall mean the time agreed to by the parties in the relevant Confirmation or otherwise as the deadline for giving notice requiring same-day satisfaction of mark-to-market obligations as provided in Section 9 hereof (or, in the absence of any such S&L Agreement, the deadline for such purposes established in accordance with market practice).

25.37 “Margin Percentage” shall mean, with respect to any Loan as of any date, 100% unless (a) Borrower and Lender agree otherwise, as provided in Section 24.2, or Borrower in its discretion determines that applicable laws or market custom required greater than 100% and 9b) Lender is not a Customer. Notwithstanding the previous sentence, in the event that the writing or other confirmation evidencing the S&L Agreement described in clause (a) does not set out such percentage with respect to any such Loan, the Margin Percentage shall not be a percentage less than the percentage obtained by dividing (i) the Market Value of the Collateral required to be transferred by Borrower to Lender with respect to such Loan at the commencement of the Loan by (ii) the Market Value of the Loaned Securities required to be transferred by Lender to Borrower at the commencement of the Loan.

25.38 “Market Value” shall have the meaning set forth in Annex II or otherwise agreed to by Borrower and Lender in writing. Notwithstanding the previous sentence, in the event that the meaning of Market Value has not been set forth in Annex II or in any other writing, as described in the previous sentence, Market Value shall be reasonably determined by Lender in accordance with its standard practices for valuing Securities. The determinations of market Value provided for in Annex II or in any other writing described in this Section 25.38 shall apply for all purposes under this S&L Agreement, except for purposes of Section 13.

25.39 “Payee” shall have the meaning assigned in Section 8.5(a).

25.40 “Payor” shall have the meaning assigned in Section 8.5(a).

25.41 “Plan” shall mean: (a) any “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 which is subject to Part 4 of Subtitle B of Title I of such Act; (b) any “ plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986; or (c) any entity the assets of which are deemed to be assets of any such “employee benefit plan” or “ plan” by reason of the Department of Labor’s plan asset regulation, 29 C.F.R. Section
2510.3- 101.

25.42 “Regulation T” shall mean Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time.

25.43 “Retransfer” shall mean, with respect to any Collateral, to pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer such Collateral, or to re-register any such Collateral evidenced by physical certificates in any name other than Borrower’s.

25.44 “Securities” shall mean securities or, if agreed by the parties in writing, other assets.

25.45 “Securities Distributions” shall have the meaning assigned in Section 8.5(a).

25.46 “Tax” shall have the meaning assigned in Section 8.5(a).

25.47 “UCC” shall mean the New York Uniform Commercial Code.

26. Intent.
26.1 The parties recognize that each Loan hereunder is a “securities contract,” as such term is defined in Section 741 of Title 11 of the United States Code (the “Bankruptcy Code”), as amended (except insofar as the type of assets subject to the Loan would render such definition inapplicable).

26.2 It is understood that each and every transfer of funds, securities and other property under this S&L Agreement and each Loan hereunder is a “settlement payment” or a “margin payment,” as such terms are used in Sections 362(b)(6) and 546(e) of the Bankruptcy Code.

26.3 It is understood that the rights given to Borrower and Lender hereunder upon a Default by the other constitute the right to cause the liquidation of a securities contract and the right to set off mutual debts and claims in connection with a securities contract, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code.

26.4 The parties agree and acknowledge that if a party hereto is an “ insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended ( “FDIA”), then each Loan hereunder is a “securities contract” and “qualified financial contract,” as such terms are defined in the FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to the Loan would render such definitions inapplicable).

26.5 It is understood that this S&L Agreement constitutes a “ netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 ( “FDICIA”) and each payment obligation under any Loan hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation,” respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

26.6 Except to the extent required by applicable law or regulation or as otherwise agreed, Borrower and Lender agree that Loans hereunder shall in no event be “exchange contracts” for purposes of the rules of any securities exchange and that Loans hereunder shall not be governed by the buy-in or similar rules of any such exchange, registered national securities association or other self-regulatory organization.

Annex I Party Acting as Agent
“Party acting as Agent” hereby does not apply.

Annex II Market Value
Shall not apply.

Annex III Term Loans
This Annex sets forth additional terms and conditions governing Loans designated as “Term Loans” in which Lender lends to Borrower a specific amount of Loaned Securities (“Term Loan Amount” ) against a pledge of cash Collateral by Borrower for an agreed upon Cash Collateral Fee until a scheduled termination date ( “Termination Date” ). Unless otherwise defined, capitalized terms used but not defined in this Annex shall have the meanings assigned in the Securities Loan S&L Agreement of which it forms a part (such S&L Agreement, together with this Annex and any other annexes, schedules or exhibits, referred to as the “S&L Agreement”).

1. The terms of this Annex shall apply to Loans of Equity Securities only if they are designated as Term Loans in a Confirmation therefor provided pursuant to the S&L Agreement and executed by each party, in a schedule to the S&L Agreement or in this Annex. All Loans of Securities other than Equity Securities shall be “Term Loans” subject to this Annex, unless otherwise agreed in a Confirmation or other writing.

2. The Confirmation for a Term Loan shall set forth, in addition to any terms required to be set forth therein under the S&L Agreement, the Term Loan Amount, the Cash Collateral Fee and the Termination Date. Lender and Borrower agree that, except as specifically provided in this Annex, each Term Loan shall be subject to all terms and conditions of the S&L Agreement, including, without limitation, any provisions regarding the parties’ respective rights to terminate a Loan.

3. In the event that either party exercises its right under the S&L Agreement to terminate a Term Loan on a date (the “Early Termination Date”) prior to the Termination Date, Lender and Borrower shall, unless otherwise agreed, use their best efforts to negotiate in good faith a new Term Loan (the “Replacement Loan”) of comparable or other Securities, which shall be mutually agreed upon by the parties, with a Market Value equal to the Market Value of the Term Loan Amount under the terminated Term Loan (the “Terminated Loan” ) as of the Early Termination Date. Such S&L Agreement shall, in accordance with Section 2 of this Annex, be confirmed in a new Confirmation at the commencement of the Replacement Loan and be executed by each party. Each Replacement Loan shall be subject to the same terms as the corresponding Terminated Loan, other than with respect to the commencement date and the identity of the Loaned Securities. The Replacement Loan shall commence on the date on which the parties agree which Securities shall be the subject of the Replacement Loan and shall be scheduled to terminate on the scheduled Termination Date of the Terminated Loan.

4. Borrower and Lender agree that, except as provided in Section 5 of this Annex, if the parties enter into a Replacement Loan, the Collateral for the related Terminated Loan need not be returned to Borrower and shall instead serve as Collateral for such Replacement Loan.

5. If the parties are unable to negotiate and enter into a Replacement Loan for some or all of the Term Loan Amount on or before the Early Termination Date, (a) the party requesting termination of the Terminated Loan shall pay to the other party a Breakage Fee computed in accordance with Section 6 of this Annex with respect to that portion of the Term Loan Amount for which a Replacement Loan is not entered into and (b) upon the transfer by Borrower to Lender of the Loaned Securities subject to the Terminated Loan, Lender shall transfer to Borrower Collateral for the Terminated Loan in accordance with and to the extent required under the S&L Agreement, provided that no Default has occurred with respect to Borrower.

6. For purposes of this Annex, the term “Breakage Fee” shall mean a fee agreed by Borrower and Lender in the Confirmation or otherwise orally or in writing. In the absence of any such S&L Agreement, the term “Breakage Fee” shall mean, with respect to Loans of Government Securities, a fee equal to the sum of (a) the cost to the non-terminating party (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of the termination of the Terminated Loan, and (b) any other loss, damage, cost or expense directly arising or resulting from the termination of the Terminated Loan that is incurred by the non-terminating party (other than consequential losses or costs for lost profits or lost opportunities), as determined by the non-terminating party in a commercially reasonable manner, and (c) any other amounts due and payable by the terminating party to the non-terminating party under the S&L Agreement on the Early Termination Date.