This Master Securities Lending Agreement (“Agreement”) is entered into by and between Janney Montgomery Scott, LLC (“Janney or “Borrower”) and the undersigned party or parties (“Client” or “Lender”).

BY SIGNING THIS AGREEMENT, CLIENT ACKNOWLEDGES AND CONFIRMS THAT (1) CLIENT HAS READ AND FULLY UNDERSTANDS THE SEPARATE DOCUMENT ENTITLED “IMPORTANT DISCLOSURES REGARDING RISKS AND CHARACTERISTICS OF PARTICIPATING IN JANNEY MONTGOMERY SCOTT, LLC’S FULLY PAID SECURITIES LENDING PROGRAM” (“DISCLOSURES”), WHICH DESCRIBES THE RISKS AND CHARACTERISTICS OF JANNEY’S FULLY PAID SECURITIES LENDING PROGRAM (“PROGRAM”); (2) CLIENT FULLY UNDERSTANDS THAT, AS NOTED HEREIN AND IN THE DISCLOSURES, THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE CUSTOMER WITH RESPECT TO THE CUSTOMER’S SECURITIES LOAN TRANSACTION AND THAT THE COLLATERAL DELIVERED TO THE CUSTOMER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF JANNEY’S OBLIGATION IN THE EVENT JANNEY FAILS TO RETURN SECURITIES TO THE CLIENT; AND (3) CLIENT HAS DETERMINED THAT PARTICIPATION IN JANNEY’S SECURITIES LENDING PROGRAM IS SUITABLE FOR CLIENT AFTER CONSIDERING CLIENT’S FINANCIAL SITUATION AND NEEDS, TAX STATUS, INVESTMENT OBJECTIVES, INVESTMENT TIME HORIZON, LIQUIDITY NEEDS, RISK TOLERANCE, AND ANY OTHER RELEVANT INFORMATION. IN EXECUTING THIS AGREEMENT, CLIENT ACKNOWLEDGES THAT ALL THREE OF THESE CONDITIONS HAVE BEEN SATISFIED.

1. Overview
Pursuant to this Agreement, Lender is agreeing to enter into transactions from time to time to lend to Janney Securities held for its account against a transfer of Collateral (defined herein) segregated for Lender’s benefit. Each such transaction shall be referred to herein as a “Loan” and, unless otherwise agreed in writing, shall be governed by this Agreement, provided however that Securities borrowed by Client from Janney, and Securities borrowed or lent by Janney from Client in Client’s margin account, pursuant to a margin account agreement between Janney and Client shall not be subject to this Agreement. Capitalized terms not otherwise defined herein shall have the meanings provided in Section 21. Janney will pay Lender Loan Fees, computed daily on each Loan (see annexed Schedule of Basis of Compensation for Loan) which is fully incorporated herein. Janney may also pay a part of its portion of the Loan Fee to Lender’s Financial Advisor and/or branch office.

THERE ARE CERTAIN LIMITATIONS AND RISKS INVOLVED IN ENTERING INTO THIS AGREEMENT AND SECURITIES LENDING TRANSACTIONS OF WHICH LENDER SHOULD BE AWARE:

  • By entering into this Agreement, Lender gives Janney permission to borrow its Securities without contacting Lender and without its prior approval of any given Loan. Lender also does not have the right to choose which Securities in its account are borrowed. Janney will have the right to lend the borrowed Securities to others. Janney will make available to Lender, via online account access, a schedule of Securities on loan as of Close of Business on the prior Business Day. In addition, Janney will make available to Lender, via online account access, a monthly supplemental statement that will show which, if any, of its Securities have been lent to Janney;
  • Janney will receive an agreed upon share of the Loan Fee (as defined below) in connection with any Loan made by Lender to Janney under this Agreement. The Securities that Janney will borrow from Lender will be those Securities selected by Janney for any purpose as permitted under Regulation T (which governs the Securities borrowing practices of US Broker-Dealers). These permitted purposes include borrowing Securities to complete delivery obligations, cover short sales, satisfy customer possession and control requirements, or on-loan to other broker dealers.
  • Securities may be considered “hard to borrow” because of short selling or may be used to satisfy delivery requirements resulting from short sales;
  • Lender may sell shares on Loan at any time;
  • Janney is not required to borrow Lender’s Securities pursuant to this Agreement and may borrow equivalent Securities from other parties in its sole discretion;
  • Janney, as broker, will administer Lender’s obligations with respect to the Agreement, such as transfers of Securities, transfers of collateral, or any distribution payments due hereunder;
  • If a Loan of Securities has been made and Securities have not returned prior to the record date of a vote involving those Securities, your vote will be reduced to reflect the total amount of your Securities of that issue that have been lent
  • To the extent that Lender is entitled to receive distributions, such as dividends, interest payments or Securities pursuant to a stock split, on any Security subject to a Loan, Janney will transfer cash to Lender for cash distributions on the date of the distribution and may hold any non-cash distributions as part of the Loan until the end of the Loan. The payments Lender receives will be substitute payments subject to special rules under the Internal Revenue Code, and generally will not be afforded treatment as dividends for tax purposes and are therefore likely to be subject to a higher tax rate. Lender should consult its tax advisor regarding treatment of substitute payments under state tax laws as well as the Internal Revenue Code;
  • There is the risk that Janney will default in some way, for example, by becoming insolvent, which could result in Janney failing to return borrowed Securities to Lender.
  • IN THE CASE OF INSOLVENCY OF JANNEY, LENDER MAY NOT BE ENTITLED TO THE PROTECTIONS OF THE SECURITY INVESTORS PROTECTION ACT OF 1970 MAKING THE COLLATERAL SEGREGATED FOR LENDER THE ONLY SOURCE OF SATISFACTION OF JANNEY’S OBLIGATIONS WITH RESPECT TO LOANS AND LENDER’S RECOURSE TO THE COLLATERAL MAY BE LIMITED BY LAW;
  • Collateral for the benefit of Lender will be segregated in an account titled For the Exclusive Benefit of Its Fully Paid Securities Lending Customers held at a third party Securities Intermediary. In the event of an Event of Default or Act of Insolvency by Janney, as defined in section 21 below, any and all authority otherwise held by Janney to direct, dispose or distribute Collateral held by Securities Intermediary for the Exclusive Benefit of Janney’s Fully Paid Lending Customers shall terminate and be held by third party Administrator. Thereafter, third party Administrator shall communicate with Customers to facilitate the return of their Collateral. The third-party Administrator is 17a-4 LLC. 17A-4 LLC can be reached at (212) 949-1724 or 15 Breeze Hill, P. O. Box 1492, Millbrook, NY 12545, or via e-mail at [email protected]
  • If Lender is a non-U.S. citizen, Lender should consult with its legal and tax advisors to determine if it is legal for Lender to enter into a Securities lending arrangement under the laws of Lender’s resident jurisdiction and to understand associated taxation implications under the laws of the Lender’s resident jurisdiction.

 

2. LOANS OF SECURITIES

2.1 Subject to the terms and conditions of this Agreement, Janney may, from time to time, in its sole discretion, initiate a transaction in which Lender will lend Securities (defined herein) to Janney. Janney shall determine the issuer of the Securities, the amount of Securities to be lent, and the length of time of the Loan. Such Loan shall be confirmed by a list of the Securities subject to a Loan (the “Loaned Securities”) provided by Janney in accordance with Section 3.2. Such confirmation (the “Confirmation”) together with the Agreement, shall constitute conclusive evidence of the existence of the Loan between Lender and Janney. In the event of any inconsistency between the terms of such Confirmation and this Agreement, this Agreement shall prevail. The Confirmation shall be made available online to Lender by Janney or its designee.

2.2. Notwithstanding any other provision in this Agreement regarding when a Loan commences, unless otherwise agreed, a Loan hereunder shall not occur until the Loaned Securities and the Collateral therefore have been transferred in accordance with Sections 3, 4 and 15.

3. TRANSFER OF LOANED SECURITIES
3.1 Loaned Securities shall be transferred to Janney’s account by Janney hereunder on or before the Cutoff Time on the date chosen by Janney for the commencement of a Loan.

3.2 Unless otherwise agreed, Janney shall make available to Lender a record of the Loaned Securities as provided in Section 2.1. Such record may consist of an account statement or other data made available online to Lender by Janney or its designee.

3.3 Notwithstanding any other provision in this Agreement, the parties hereto agree that they intend the Loans hereunder to be loans of Securities.

4. COLLATERAL
4.1 Janney shall, prior to or concurrently with the transfer of the Loaned Securities to Janney, but in no case later than the Close of Business on the day of such transfer, segregate on behalf of Lender, Collateral with a Market Value at least equal to the Applicable Percentage set forth in Section 4.2 below, in the Collateral Account, as defined in Section 21.13 below. The value of such Collateral segregated for Lender shall be displayed as a memo entry in Lender’s Account.

4.2. The Applicable Percentage shall be 100% of the value of Securities at prior day’s closing price.

4.3 The Collateral segregated by Janney for Lender, as adjusted pursuant to Section 9, shall be security for Janney’s obligations in respect of such Loan and for any other obligations of Janney to Lender hereunder. Janney hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral segregated for Lender, which shall attach upon the transfer of the Loaned Securities to Janney and which shall cease upon the transfer of the Loaned Securities by Janney to Lender. It is understood that Janney will deposit the Collateral on Lender’s behalf with a third-party Securities Intermediary. Janney shall, during the term of any Loan hereunder, segregate Collateral in the Collateral Account.

4.4 Except as otherwise provided herein, upon transfer to Lender’s Account with Janney of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Janney shall transfer the Collateral (as adjusted pursuant to Section 9) from the Collateral Account to Janney no later than the Cutoff Time on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 14, the next day on which such a transfer may be effected.

4.5 If the Loaned Securities are transferred to Janney and Janney 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 Janney may substitute Collateral for other Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for the Loaned Securities, shall equal or exceed the Applicable Percentage.

4.7 In the event of an Event of Default or Act of Insolvency by Janney, as defined in section 21 below, any and all authority otherwise held by Janney to direct, dispose or distribute Collateral held by Securities Intermediary for the Exclusive Benefit of Janney’s Fully Paid Lending Customers shall terminate and be held by third party Administrator. Thereafter, third party Administrator shall communicate with Customers to facilitate the return of their Collateral. The third-party Administrator is 17a-4 LLC. 17A-4 LLC can be reached at (212) 949-1724 or 15 Breeze Hill, P. O. Box 1492, Millbrook, NY 12545, or via e-mail at [email protected]

4.8 Securities Intermediary is authorized and empowered to oversee the receipt, custody, disbursement and return of the Collateral held by the Securities Intermediary. Securities Intermediary will hold Collateral in an account for the benefit of you and other Customers of Janney participating in the Program.

4.9 Securities Intermediary is not a party to, and does not guarantee any party’s obligations arising from or relating to, any master securities lending agreement or other similar securities lending agreement entered into between you and Janney. Without limiting the generality of the foregoing, Securities Intermediary will bear no responsibility in the event Janney is in breach of any of its obligations to you under this Agreement MSLA. Securities Intermediary serves as your Securities Intermediary only and has no duty to compel Janney or any other party to deliver additional amounts of Collateral in the event of a shortfall.

4.10 Securities Intermediary will be responsible for (i) safekeeping Collateral delivered by Broker Janney to Securities Intermediary; (ii) comply with any instructions issued by Administrator Janney concerning the Collateral other than in the event of an Event of Default or Act of Insolvency by Janney; (iii) provide Janney and Administrator with periodic reports concerning the account assets and account transactions; and (iv) disbursing Collateral to you. In no event shall Securities Intermediary be considered to have acted as your investment adviser or to have assumed any obligation to provide investment advice with respect to the Collateral.

4.11 Securities Intermediary is entitled to rely on any written or oral (followed by written) instructions from authorized representatives of Janney or Administrator concerning the Custody Account except in the instance of an Event of Default or Act of Insolvency by Janney (including the receipt and disbursement of the Collateral).

4.12 Administrator is appointed and authorized to act as your agent to monitor the Collateral held by Securities Intermediary, instruct Securities Intermediary concerning the Custody Account, and maintain a ledger reflecting the Collateral attributable to you.

4.13 By participating in the Program, you acknowledge that in consideration of payments to be made directly to you by Janney with respect to the loaned securities that Janney is entitled to receive all interest, dividends, and other investment income earned on the Collateral and direct Securities Intermediary to transfer any such amounts as directed by Janney,

4.14 By participating in the Program you agree you have appointed Securities Intermediary to act as Securities Intermediary and Administrator to act as Administrator.

5. FEES
5.1 Janney and Lender agree to a loan fee (a “Loan Fee”), computed daily on each Loan. See the annexed Schedule of Basis of Compensation for Loan, which is fully incorporated herein.

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 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. In the case of Lender terminating a Loan by means other than resulting from a sale or options activity as provided in paragraph 6.3, Lender must provide written notice of intent to cancel participation in Janney Montgomery Scott LLC’s Fully Paid Lending Program. Lender may terminate participation at any time in writing by providing notice as described in Section 19 below. 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 in the case of Government Securities, the next Business Day following such notice and in the case of all other Securities, the second Business Day following such notice.

6.2 Notwithstanding Section 6.1 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 agreement between Lender and Borrower.

6.3 The execution of an order to sell (or equivalent options exercise or assignment) the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower. The termination date established by such a sale (or equivalent options exercise or assignment) 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 6.2 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 4.3.

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:
(a) 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.

(b) No additional amounts shall be payable to a Payee under subsection (a) above to the extent that Tax would have been imposed on a Securities Distribution or Collateral Distribution paid directly to the Payee.
(c) No additional amounts shall be payable to a Payee under subsection (a) 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.
(d) 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.

9. MARK TO MARKET
9.1 Janney shall daily mark to market any Loan hereunder, and in the event that at the Close of Trading on any Business Day the Market Value of the Collateral for any Loan to Janney shall be less than the Applicable Percentage, Janney shall transfer to Lender 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 the other Collateral for such Loan, shall equal the Applicable Percentage.

9.2 Subject to Janney’s obligations under Section 9.1, if at any time the Market Value of all Collateral for Loans to Janney shall be greater than the Applicable Percentage, Janney may transfer to Janney such amount of the Collateral selected by Janney so that the Market Value of the Collateral for such Loans, after deduction of such amounts, shall thereupon not exceed the Applicable Percentage. Janney shall make available evidence of such transfer to Lender via an online account access list of open securities loans.

9.3 If Janney shall effect a transfer as described under Sections 9.1 or 9.2, Janney shall transfer Collateral as provided in such Section no later than the Close of Business on such day, provided the transfer may be effected in accordance with Section 14.

10. REPRESENTATIONS
The parties to this 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 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 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 legal, tax or accounting advice concerning this 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.

10.4 Janney 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 Janney represents and warrants that it (or the person to whom it relends the Loaned Securities) is borrowing or will borrow Loaned 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 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. COVENANT
Each party agrees to be liable as principal with respect to its obligations hereunder.

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 Janney shall fail to transfer Collateral as required by Section 9.1;

12.3 if Janney (a) shall fail to transfer to Lender amounts in respect of Distributions required to be transferred by Section 8, and (b) 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 14;

12.4 if an Act of Insolvency occurs with respect to either party;

12.5 if any representation made by either party in respect of this 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 Agreement not specifically set forth in clauses 12.1 through 12.6, above, including but not limited to the payment of fees as required by Section 5 (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 14.

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 15. 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 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 the Federal Funds Rate, 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 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, 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 13, 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 14. 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 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 the Federal Funds Rate, 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 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, 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 the event of an Event of Default or Act of Insolvency by Janney, as defined in section 21 below, any and all authority otherwise held by Janney to direct, dispose or distribute Collateral held by Securities Intermediary for the Exclusive Benefit of Janney’s Fully Paid Lending Customers shall terminate and be held by third party Administrator. Thereafter, third party Administrator shall communicate with Customers to facilitate the return of their Collateral. The third-party Administrator is 17a-4 LLC. 17A-4 LLC can be reached at (212) 949-1724 or 15 Breeze Hill, P. O. Box 1492, Millbrook, NY 12545, or via e-mail at [email protected]

13.5 In addition to its rights hereunder, the non-Defaulting Party shall have any rights otherwise available to it under any other agreement or applicable law as sought in accordance within the terms of the Mandatory Arbitration clauses found in Section 25 below.

14. TRANSFERS
14.1 All transfers by either Janney or Lender of Loaned Securities or Collateral consisting of “financial assets” (within the meaning of the UCC) hereunder shall be effected by the crediting by Janney of such financial assets to (i) Janney’s “securities account” (within the meaning of the UCC) or (ii) the Account (which is a “securities account”) within the meaning of the UCC maintained with Janney in the case of the Lender.

14.2 All transfers of cash hereunder shall be by (a) crediting of the Collateral Account (b) wire transfer of immediately available, freely transferable funds or (c) such other means as Janney and Lender may agree.

14.3 A transfer of Securities or cash may be effected under this Section 14 on any day except (a) a day other than a Business Day or (b) a day on which Janney or a wire transfer system is closed, if the facilities of Janney or wire transfer system are required to effect such transfer.

14.4 For the avoidance of doubt, the parties agree and acknowledge that the term “Securities,” as used herein (except in this Section 14), 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.

15. SINGLE AGREEMENT
Borrower and Lender acknowledge that, and have entered into this 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 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.

16. APPLICABLE LAW
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF PENNSYLVANIA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

17. WAIVER
The failure of a party to this Agreement to insist upon strict adherence to any term of this 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 Agreement. All waivers in respect of a Default must be in writing.

18. 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 release of Collateral and termination of this Agreement.

19. NOTICES AND OTHER COMMUNICATIONS
Any and all notices, statements, demands or other communications hereunder may be given by Janney to the undersigned party by telephone, mail, facsimile, e-mail, electronic message, telegraph, messenger or otherwise at the phone and facsimile numbers provided by the undersigned party and maintained by Janney in its books and records for such party. Any and all notices, statements, demands or other communications hereunder may be given by the undersigned party to Janney by email to [email protected] janney.com or mail to Janney Montgomery Scott, Fully Paid Securities Lending, 1717 Arch Street, 19th Floor, Philadelphia, PA 19103. With the exception of a termination of participation notice, which takes effect on the Business Day following receipt, any notice, statement, demand or other communication hereunder will be deemed effective on the day and at the time on which it is received or, 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 only 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. Notwithstanding the above, written notice of termination by Lender shall be required as noted in Section 6 above. In the event of an Event of Default or Act of Insolvency by Janney as defined in section 21, any and all authority otherwise held by Janney to direct, dispose or distribute Collateral held by Securities Intermediary for the Exclusive Benefit of Janney’s Fully Paid Lending Customers shall terminate and be held by third party Administrator. Thereafter, third party Administrator shall communicate with Customers to facilitate the return of their Collateral. The third-party Administrator is 17a-4 LLC. 17A-4 LLC can be reached at (212) 949-1724 or 15 Breeze Hill, P. O. Box 1492, Millbrook, NY 12545, or via e-mail at [email protected]

20. MISCELLANEOUS
20.1 Except as specified in Section 1 or as otherwise agreed by the parties, this Agreement supersedes any other agreement between the parties hereto concerning loans of Securities between Borrower and Lender. This Agreement shall not be assigned either by Janney without prior written notice to Lender or by Lender without the prior written consent of Janney and any attempted assignment without such consent shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of Borrower and Lender and their respective heirs, representatives, successors and assigns. This Agreement may be terminated by either party upon notice to the other, subject only to fulfillment of any obligations then outstanding. The parties hereto acknowledge and agree that, in connection with this Agreement and each Loan hereunder, time is of the essence. Each provision and 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 agreement.

20.2 This Agreement constitutes the full and entire understanding between the parties with respect to a Loan of Securities between Lender and Janney, and there are no oral or other agreements in conflict with this Agreement, unless Lender has advised Janney in writing of such conflict. Any future modification, amendment, or supplement to this Agreement or any individual provision of this Agreement can only be in writing signed by a representative of Janney. Lender should carefully review this Agreement for the rights and limitations governing Lender’s Securities lending relationship.

21. DEFINITIONS. FOR THE PURPOSES HEREOF:
21.1 “Account” shall mean the accounts of the Lender specified in the signature page below as participating in the Program.

21.2 “Event of Default or 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.

21.3 “Bankruptcy Code” shall have the meaning assigned in Section 22.1.

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

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

21.6 “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.

21.7 “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 14, and (b) in no event shall a Saturday or Sunday be considered a Business Day.

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

21.9 “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.

21.10 “Close of Business” shall be determined in accordance with market practice.

21.11 “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.

21.12 “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 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.

21.13 “Collateral Account” shall mean an account titled for the Exclusive Benefit of Its Fully Paid Securities Lending Customers held at a third party Securities Intermediary.

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

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

21.16 “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).

21.17 “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 determined in accordance with market practice. 21.18 “Default” shall have the meaning assigned in Section 12.

21.19 “Defaulting Party” shall have the meaning assigned in Section 15.

21.20 “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.

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

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

21.23 “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.

21.24 “FDIA” shall have the meaning assigned in Section 224.

21.25 “FDICIA” shall have the meaning assigned in Section 22.5.

21.26 “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.

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

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

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

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

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

21.32 “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.

21.33 “Market Value” shall be determined in accordance with Section 24. Notwithstanding the foregoing, in the event that the determination of Market Value of Securities has not been set forth in Section 24, Market Value shall be determined by Janney in its reasonable discretion in accordance with its standard practices for valuing Securities. The determinations of Market Value provided herein shall apply for all purposes under this Agreement, except for purposes of Section 13.

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

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

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

21.37 “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.

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

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

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

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

21.42 “Securities Intermediary” will oversee the receipt, custody, and disbursement or return of the Collateral and provide custodial services with respect to the Collateral in Securities Intermediary’s custody with such Collateral to be held in an omnibus account for the benefit of the Customers. Securities Intermediary shall be BMO Harris Bank, N.A

21.43 “Administrator” will, among other things, monitor and the Collateral held by Securities Intermediary, issue instructions to Securities Intermediary, and maintain a ledger reflecting the Collateral attributable to each Customer. In the Event of Default or Act of Insolvency by Janney, third party Administrator shall communicate with Customers to facilitate the return of their Collateral. The third-party Administrator shall be 17-a4 LLC.

22. INTENT
22.1 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).

22.2 It is understood that each and every transfer of funds, securities and other property under this 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.

22.3 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.

22.4 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).

22.5 It is understood that this 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).

22.6 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.

23. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER’S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES. LENDER ACKNOWLEDGES THAT, IN CONNECTION WITH LOANS OF GOVERNMENT SECURITIES AND AS OTHERWISE PERMITTED BY APPLICABLE LAW, SOME SECURITIES PROVIDED BY BORROWER AS COLLATERAL UNDER THIS AGREEMENT MAY NOT BE GUARANTEED BY THE UNITED STATES.

24. MARKET VALUE
Unless otherwise agreed by Janney and Lender:

24.1 If the principal market for the Securities to be valued is a national securities exchange in the United States, their Market Value shall be determined by their last sale price on such exchange at the most recent Close of Trading or, if there was no sale on the Business Day of the most recent Close of Trading, by the last sale price at the Close of Trading on the next preceding Business Day on which there was a sale on such exchange, all as quoted on the Consolidated Tape or, if not quoted on the Consolidated Tape, then as quoted by such exchange.

24.2 If the principal market for the Securities to be valued is the over-the-counter market, and the Securities are quoted on The Nasdaq Stock Market (“Nasdaq”), their Market Value shall be the last sale price on Nasdaq at the most recent Close of Trading or, if the Securities are issues for which last sale prices are not quoted on Nasdaq, the last bid price at such Close of Trading. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation.

24.3 If the principal market for the Securities to be valued is the over-the-counter market, and the Securities are not quoted on Nasdaq, their Market Value shall be determined in accordance with market practice for such Securities, based on the price for such Securities as of the most recent Close of Trading obtained from a generally recognized source agreed to by the parties or the closing bid quotation at the most recent Close of Trading obtained from such a source. If the relevant quotation did not exist at such Close of Trading, then the Market Value shall be the relevant quotation on the next preceding Close of Trading at which there was such a quotation. 24.4 The Market Value of a letter of credit shall be the undrawn amount thereof.

24.5 All determinations of Market Value under Sections 24.1 through 24.3 shall include, where applicable, accrued interest to the extent not already included therein (other than any interest credited or transferred to, or applied to the obligations of, the other party pursuant to Section 8 of the Agreement), unless market practice with respect to the valuation of such Securities in connection with securities loans is to the contrary.

25. ARBITRATION
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE. BY SIGNING AN ARBITRATION AGREEMENT, THE PARTIES AGREE AS FOLLOWS:
(A)ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED.
(B)ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.
(C)THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.
(D) THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD UNLESS, IN AN ELIGIBLE CASE, A JOINT REQUEST FOR AN EXPLAINED DECISION HAS BEEN SUBMITTED BY ALL PARTIES TO THE PANEL AT LEAST 20 DAYS PRIOR TO THE FIRST SCHEDULED HEARING DATE.
(E) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
(F) THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.
(G)THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.

LENDER AGREES THAT ANY AND ALL CONTROVERSIES THAT MAY ARISE BETWEEN LENDER AND JANNEY, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, THE ACCOUNTS ESTABLISHED HEREUNDER, ANY ACTIVITY OR CLAIM RELATED TO LENDER’S ACCOUNTS OR THE CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION CONDUCTED BEFORE THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (“FINRA”), OR, IF FINRA DECLINES TO HEAR THE MATTER, BEFORE THE AMERICAN ARBITRATION ASSOCIATION, IN ACCORDANCE WITH THEIR ARBITRATION RULES THEN IN FORCE. THE ARBITRATOR(S) MAY NOT GRANT AN AWARD OF ATTORNEYS’ FEES TO OR AGAINST ANY PARTY, UNLESS SPECIFICALLY AGREED TO IN WRITING BY THE PARTIES TO THE ARBITRATION OR AS MAY BE SPECIFICALLY PERMITTED BY APPLICABLE LAW OR REGULATION. THE AWARD OF THE ARBITRATOR(S) SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (I) THE CLASS CERTIFICATION IS DENIED; (II) THE CLASS IS DECERTIFIED; OR (III) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.

ANNEX — SCHEDULE OF BASIS OF COMPENSATION FOR LOAN
The compensation to Lender will be in the form of a Loan Fee, which will accrue daily. The Loan Fee is calculated as 50% of the loan rebate at which Janney is borrowing Lender’s shares. The remaining 50% of the loan rebate will be retained by Janney as compensation. 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. For more information, Lender should refer to the document entitled Important Disclosures Regarding Risks and Characteristics of Participating in Janney Montgomery Scott LLC’s Fully-Paid Securities Lending Program.

For more information about Janney, please see Janney’s Relationship Summary (Form CRS) on www.janney.com/crs which details all material facts about the scope and terms of our relationship with you and any potential conflicts of interest.

To learn about the professional background, business practices, and conduct of FINRA member firms or their financial professionals, visit FINRA’s BrokerCheck website: http://brokercheck.finra.org/