Securities Lending Agreement - JPMCB New York - General - June 2018 Version 1

Securities Lending Agreement - JPMCB New York - General -

June 2018 Version

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ANNEX 1

SCHEDULE 1 Securities Lending Investment Guidelines (Non-ERISA) - See Separate Attachment

SCHEDULE 2 Securities Lending Approved Borrowers

SCHEDULE 3 Securities Lending - Eligible Collateral

SCHEDULE 4 Securities Lending - Lending Accounts and Markets

SCHEDULE 5 Persons Authorized To Give Instructions

SCHEDULE 6A Form of Master Securities Lending Agreement (US Borrowers)

SCHEDULE 6B(i) Form of Master Securities Lending Agreement (non-US Borrowers)

SCHEDULE 6B(ii) Form of Master Securities Lending Agreement (non-US Borrowers)

SCHEDULE 7 Securities Lending - Cut-Off Times

SCHEDULE 8 Securities Lending - Electronic Access

SCHEDULE 9 Lending Restrictions

INTENTION OF THE PARTIES; DEFINITIONS

Intention of the Parties

Definitions; Interpretation

Interpretation

Headings are for convenience of reference only and shall not in any way form part of or affect the construction or interpretation of any provision of this Agreement.

Unless otherwise expressly stated to the contrary herein, references to Sections are to sections of this Agreement and references to Paragraphs are to paragraphs of the Sections in which they appear.

Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa). Use of the term “including” shall be deemed to mean “including but not limited” to, and references to appendices and numbered sections shall be to such addenda and provisions herein.

Unless the context requires otherwise, any reference to a statute or a statutory provision shall include such statute or provision as from time to time modified to the extent such modification applies to any service provided hereunder. Any reference to a statute or a statutory provision shall also include any subordinate legislation made from time to time under that statute or provision.

The Schedules, Appendices and Annexes to the Agreement are incorporated herein by reference and form part of the Agreement and shall have the same force and effect as if expressly set out in the body of the Agreement. If and to the extent that there is an inconsistency between the terms of the body of the Agreement and its Schedules, Appendices and Annexes, the terms of the body of the Agreement shall prevail unless expressly stated otherwise.

THE SECURITIES LENDING SERVICES

Appointment; Authority

Lender hereby appoints ▇.▇. ▇▇▇▇▇▇ as its agent to lend Securities in each of the Lending Accounts on Lender’s behalf to Borrowers from time to time in accordance with the terms of this Agreement and on such terms and conditions and at such times as ▇.▇. ▇▇▇▇▇▇ shall determine. ▇.▇. ▇▇▇▇▇▇ hereby accepts appointment as such agent.

Lender hereby authorizes and empowers ▇.▇. ▇▇▇▇▇▇ to execute in Lender’s name and on its behalf and at its risk all agreements and documents as may be necessary to carry out any of the powers herein granted to ▇.▇. ▇▇▇▇▇▇. In this regard, Lender hereby acknowledges receipt of the forms of MSLA and authorizes ▇.▇. ▇▇▇▇▇▇ to lend Securities in the Lending Accounts to Borrowers under agreements substantially in the forms of the MSLA; it being understood and agreed, however, that ▇.▇. ▇▇▇▇▇▇ shall provide prior written notice to Lender of any material change to the MSLA entered into with any Borrower. Lender acknowledges that as of April 2019, MSLAs in the form annexed to Schedule 6B(i) (the OSLA), will no longer receive the benefit of the ISLA legal opinions relating to the enforceability of netting provisions. MSLAs in the form annexed to Schedule 6B(ii) (the GMSLA) will continue to receive the benefit of such legal opinions. Lender hereby consents to the existing OSLAs being replaced with GMSLAs, and upon completion of the re-papering process, ▇.▇. ▇▇▇▇▇▇ to lend Securities in the Lending Accounts to non-U.S. Borrowers under agreements substantially in the form of the GMSLA. ▇.▇. ▇▇▇▇▇▇ may exercise all rights and powers provided under any MSLA as may be incidental to that MSLA.

Loans

From time to time, ▇.▇. ▇▇▇▇▇▇ may lend to Borrowers Securities held in the Lending Accounts and shall deliver such Securities against receipt of Collateral in accordance with the applicable MSLA. All Securities of Lender held by ▇.▇. ▇▇▇▇▇▇ that are issued, settled or traded in the markets listed on Schedule 4 to this Agreement may be lent to Borrowers from time to time without the consent of any Authorized Person. All Loans shall be made on a fully disclosed basis. ▇.▇. ▇▇▇▇▇▇ may suspend lending activity in one or more markets from time to time if it determines that lending in those markets is impracticable or uneconomical.

▇.▇. ▇▇▇▇▇▇ shall seek to assure that Lender receives a fair and reasonable allocation of lending opportunities vis-à-vis other lenders, taking into account the demand for and availability of Securities, types of Collateral, eligibility of Borrowers, Borrower’s requested Rebate rate, limitations on investments of Cash Collateral, tax treatment, liquidity and other similar commercial factors (the “Allocation Factors”). The Allocation Factors may also include consideration of the cost to ▇.▇. ▇▇▇▇▇▇ in the allocation of the aforementioned lending opportunities, including, but not limited to, the capital cost of indemnification by ▇.▇. ▇▇▇▇▇▇. The Allocation Factors may improve or reduce such allocation opportunities and, in some instances, may result in non-participation in a loan opportunity at all. The Allocation Factors are the basis for determining which clients, on a case by case basis, will be eligible for an objective allocation of a loan opportunity. ▇.▇. ▇▇▇▇▇▇ is under no obligation to enter into a transaction if the cost to ▇.▇. ▇▇▇▇▇▇ will exceed its revenue for that given transaction, however, ▇.▇. ▇▇▇▇▇▇ reserves the right to enter into any such transaction based on certain factors that have intrinsic value to ▇.▇. ▇▇▇▇▇▇.

Loans shall generally be terminable on demand by Lender pursuant to the terms of the applicable MSLA. With the prior written approval of Lender, however, Loans may be made on the basis of a specified termination date (each a “Term Loan”), with or without providing for the right of Lender to terminate or substitute equivalent Securities.

▇.▇. ▇▇▇▇▇▇ shall terminate any Loan of Securities to a Borrower promptly after: (i) receipt by ▇.▇. ▇▇▇▇▇▇ of a notice of termination of the respective MSLA by the Borrower; (ii) receipt by ▇.▇. ▇▇▇▇▇▇ of Instructions directing ▇.▇. ▇▇▇▇▇▇ to terminate a Loan, provided that the Borrower is obligated to return each Security by no later than the date which is the standard settlement date for trades of such Security entered into on the date such Instruction is received by ▇.▇. ▇▇▇▇▇▇; (iii) receipt by ▇.▇. ▇▇▇▇▇▇ of Instructions instructing ▇.▇. ▇▇▇▇▇▇ to delete from Schedule 2 to this Agreement the Borrower to which such Loan was made; (iv) receipt by ▇.▇. ▇▇▇▇▇▇ of Instructions advising that the Security subject to a Loan is no longer subject to the representations contained in Section 6.1 of this Agreement; (v) receipt by ▇.▇. ▇▇▇▇▇▇ of notice advising that an Event of Default has occurred and is continuing beyond any grace period that may be afforded by ▇.▇. ▇▇▇▇▇▇; (vi) ▇.▇. ▇▇▇▇▇▇ elects, in its sole discretion, to terminate a Loan other than a Term Loan; or (vii) termination of this Agreement with respect to one or more Lender(s). Termination of a Term Loan prior to its anticipated termination date by either Lender or Borrower may result in the terminating party having to pay the non-terminating party damages based on the cost of obtaining a replacement loan. In the event of Borrower’s failure to return the applicable Securities upon termination of a Loan, ▇.▇. ▇▇▇▇▇▇ shall take the steps specified in Section 3.1 of this Agreement.

Lender shall not engage in any security lending activity with regard to Securities held in any Lending Account during the term of this Agreement, except for Loans made by ▇.▇. ▇▇▇▇▇▇ as lending agent under this Agreement.

For the avoidance of doubt, the required amount of Collateral shall be received from a Borrower by ▇.▇. ▇▇▇▇▇▇ prior to or contemporaneous with delivery by ▇.▇. ▇▇▇▇▇▇ of corresponding Securities being loaned by Lender. In addition, where settlement is not delivery versus payment, ▇.▇. ▇▇▇▇▇▇ shall confirm settlement of the return of loaned Securities prior to return of Collateral to the Borrower.

Borrowers

Securities may be lent to any Borrower listed in Schedule 2 to this Agreement, in ▇.▇. ▇▇▇▇▇▇’▇ sole discretion. Schedule 2 to this Agreement may be updated from time to time upon written notice by ▇.▇. ▇▇▇▇▇▇ to add new Borrowers and to

▇.▇. ▇▇▇▇▇▇ may assume (unless its personnel directly responsible for the performance of the services under this Agreement have actual knowledge to the contrary) that any representations made by a Borrower in connection with any Loan are true, that no event which is or may become an Event of Default has occurred and that Borrower is in compliance with its obligations under the applicable MSLA.

▇.▇. ▇▇▇▇▇▇ shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower.

Receipt of Collateral; Collateral Substitution

For each Loan, ▇.▇. ▇▇▇▇▇▇ or a Tri-party Institution shall receive and hold all Collateral required by the applicable MSLA in a Collateral Account. A given Loan may be collateralized by more than one type of Collateral. ▇.▇. ▇▇▇▇▇▇ shall credit, or where applicable shall have a Tri-party Institution credit, all Collateral, Cash Collateral investments and proceeds to a Collateral Account and ▇.▇. ▇▇▇▇▇▇ shall ▇▇▇▇ its books and records to identify Lender’s interest therein. In this regard, ▇.▇. ▇▇▇▇▇▇ shall segregate assets held in each Collateral Account maintained from ▇.▇. ▇▇▇▇▇▇’▇ proprietary assets.

▇.▇. ▇▇▇▇▇▇ shall accept substitutions of Collateral in accordance with the applicable MSLA or Tri-party Agreement, and shall credit, or where applicable shall have a Tri-party Institution credit, all such substitutions to a Collateral Account.

▇▇▇▇ to Market Procedures

▇.▇. ▇▇▇▇▇▇ shall require initial Collateral from Borrower for a Loan in an amount determined by applying the then applicable Collateral Requirement to the Market Value of the Security that is the subject of the Loan.

▇.▇. ▇▇▇▇▇▇ shall calculate the Market Value of the Collateral on each Business Day. If the Market Value of the Collateral held by ▇.▇. ▇▇▇▇▇▇ on behalf of Lender for a Loan on any Business Day is less than the Collateral Requirement set forth on Appendix A to Schedule 3 to this Agreement, ▇.▇. ▇▇▇▇▇▇ shall demand on behalf of Lender that the applicable Borrower deliver additional Collateral in accordance with the applicable MSLA.

▇.▇. ▇▇▇▇▇▇ is authorized to return excess Collateral to the Borrower upon demand, in accordance with the terms of the applicable MSLA.

▇.▇. ▇▇▇▇▇▇ may modify the Collateral procedures set forth on Appendix A to Schedule 3 to this Agreement from time to time in order to increase the then applicable Collateral Requirement of Loans to a given Borrower based on general market conditions (including volatility of Securities on Loan and of Securities Collateral), the Market Value of Securities on Loan to a given Borrower, and in accordance with general market practice and regulatory requirements; provided however, ▇.▇. ▇▇▇▇▇▇ shall obtain Lender’s prior written consent if revisions to the Collateral Requirement would result in the aggregate amount of Collateral for all Loans to a Borrower being less than the then applicable Collateral Requirement of the Loans. ▇.▇. ▇▇▇▇▇▇ shall promptly notify Lender of material revisions to the Collateral Requirement and the foregoing procedures.

Investment of Cash Collateral

▇.▇. ▇▇▇▇▇▇ is hereby authorized to invest and (subject to Section 2.6(c)) reinvest Cash Collateral in accordance with the investment guidelines set forth in Schedule 1 to this Agreement (the “Investment Guidelines”). The Investment Guidelines may be amended from time to time by written agreement of the parties. Authorized Investments are not guaranteed by ▇.▇. ▇▇▇▇▇▇, and involve risk, including possible loss of principal. Lender assumes all risk of loss resulting from an Authorized Investment. ▇.▇. ▇▇▇▇▇▇ is authorized to buy or sell Cash Collateral investments through bulk trades in which its other customers participate. Cash Collateral and additions to Cash Collateral received after the market closes shall not be invested until the next Business Day.

▇.▇. ▇▇▇▇▇▇ may from time to time advance to Lender its share of accrued earnings from Cash Collateral. By the same token, except as may be expressly set forth in the Investment Guidelines, earnings received from Cash Collateral shall not be invested on behalf of Lender pending distribution under this Agreement (e.g., as Rebates to Borrowers and as lending income under Section 5.1 of this Agreement) and, therefore, no income shall be paid thereon to Lender. ▇.▇. ▇▇▇▇▇▇ anticipates earning interest on such earnings pending such distribution in an amount approximately equal to the fed funds rate in effect from time to time.

▇.▇. ▇▇▇▇▇▇ may, in its sole discretion, liquidate any Cash Collateral investment and credit the net proceeds to the Lender’s cash account.

A “Cash Collateral Deficiency” occurs if (i) a loss is realized on a Cash Collateral investment or (ii) ▇.▇. ▇▇▇▇▇▇ determines that a Cash Collateral investment either is unlikely to be redeemed in accordance with its terms (as in effect at the time such Cash Collateral investment was acquired) or will need to be sold at a loss in order to raise cash to return to a Borrower upon the present or future maturity of a

Distributions

▇.▇. ▇▇▇▇▇▇ will monitor information publicly available in the applicable market about forthcoming income payments on Securities on Loan. ▇.▇. ▇▇▇▇▇▇ shall credit Lender’s cash account on the anticipated payment date with the amount of all Cash Distributions (but for purposes of this Section 2.7(a), the term “Cash Distributions” shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity, which shall be paid in accordance with the terms of the Custody Agreement), net of any taxes that are withheld by ▇.▇. ▇▇▇▇▇▇ or any third party (such service hereinafter defined as “AutoCredit”) with respect to Securities on Loan over their record date that Lender would have received under the Custody Agreement had such Securities not been on Loan over record date. AutoCredit is limited to those Securities and/or markets as to which ▇.▇. ▇▇▇▇▇▇ customarily offers an AutoCredit service. Upon request, ▇.▇. ▇▇▇▇▇▇ shall provide Lender with a list of AutoCredit eligible markets. ▇.▇. ▇▇▇▇▇▇ may add markets to or remove markets from the list of AutoCredit markets upon prior written notice to Lender that is reasonable in the circumstances. ▇.▇. ▇▇▇▇▇▇ reserves the right to restrict in good faith the availability of AutoCredit for credit or operational reasons. Lender shall promptly return any amount credited to Lender’s cash account upon written notification from ▇.▇. ▇▇▇▇▇▇ that: (i) such amount has not been paid by the issuer or the paying agent of the Securities (as applicable) in the ordinary course of business or (ii) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, ▇.▇. ▇▇▇▇▇▇ shall be entitled, upon written notification to Lender identifying the amount, to reverse the applicable credit by debiting Lender’s cash account for the amount previously credited. When the AutoCredit service is not available, Cash Distributions, net of any taxes withheld by ▇.▇. ▇▇▇▇▇▇ or any third party, will be credited only after actual receipt and reconciliation by ▇.▇. ▇▇▇▇▇▇.

The following procedures shall apply to Distributions which are not Cash Distributions (“Non-cash Distributions”):

Any Non-cash Distribution which is in the nature of a stock split or a stock dividend shall at the option of ▇.▇. ▇▇▇▇▇▇: (A) be added to the existing Loan to which that Distribution relates as of the date that Non-cash Distribution is payable and shall be subject to the provisions of this Agreement and the applicable MSLA ; or (B) be delivered by Borrower to ▇.▇. ▇▇▇▇▇▇, and ▇.▇. ▇▇▇▇▇▇ shall credit that Non-cash Distribution to the applicable Lending Account.

Any Non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date that Non-cash Distribution is payable and shall be subject to the provisions of this Agreement; provided that Lender may give ▇.▇. ▇▇▇▇▇▇ Instructions, prior to the applicable Cut-off Time directing it to request that Borrower deliver that Non-cash Distribution to ▇.▇. ▇▇▇▇▇▇ under the applicable MSLA, in which case ▇.▇. ▇▇▇▇▇▇ shall credit that Non-cash Distribution to the applicable Lending Account. If Lender wishes to exercise any such warrants or rights while they are on Loan, Lender shall instruct ▇.▇. ▇▇▇▇▇▇ prior to the applicable Cut-off Time to direct the Borrower to deliver the applicable Security or other property to the applicable Lending Account in exchange for the price specified in the warrant or right.

If Lender requests that ▇.▇. ▇▇▇▇▇▇ instruct Borrower to deliver a Non- cash Distribution on its payable date, and Borrower fails so to deliver the Non-cash Distribution on such date and any reasonable and customary grace period has expired, ▇.▇. ▇▇▇▇▇▇, at its option, but subject to Section 3.2(b) of this Agreement, shall credit such Non-cash Distribution to the applicable Lending Account, or credit to Lender’s cash account an amount equivalent to the Market Value of such Non-cash Distribution as of the close of business on the day prior to the credit date. In addition, the assignment and subrogation provisions and corresponding rights and obligations set forth in Section 3.3 of this Agreement shall apply.

Voting Rights

Sale of a Security on Loan

Recordkeeping; Access to ▇.▇. ▇▇▇▇▇▇’▇ Records

▇.▇. ▇▇▇▇▇▇ shall establish and maintain those records as are reasonably necessary to account for Loans that are made, Collateral and the income derived from the Loans. Each party shall comply with reasonable requests of the other party for information necessary to the requester’s performance of its duties under this Agreement.

▇.▇. ▇▇▇▇▇▇ will, upon reasonable written notice, allow Lender (and/or Lender’s auditors and independent public accountants in connection with their examination of books and records) reasonable access during normal working hours to the records of ▇.▇. ▇▇▇▇▇▇ relating to Loans, Collateral and the services provided under this Agreement.

▇.▇. ▇▇▇▇▇▇ may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of the access, and the scope of the records made available.

▇.▇. ▇▇▇▇▇▇ shall maintain and preserve such records relating to its activities under this Agreement as reasonably requested by Lender for purposes of Lender’s compliance with Rules 31a-1 and 31a-2 under the Investment Company Act of 1940.

Statements of Account

▇.▇. ▇▇▇▇▇▇ shall provide Lender with periodic statements (as agreed by the parties from time to time) or electronic access to account information (“Information”) that will enable Lender to generate or receive reports and statements describing the Loans made, the investments made with Cash Collateral, and the income derived from Loans, during the period covered by the statement. All prices included in such statements shall either be based on amortized cost or be indicative fair market value as reported by third party vendors. Lender will review its statement of account and give ▇.▇. ▇▇▇▇▇▇ written notice of (i) any suspected error or omission or (ii) Lender’s inability to access any such Information. Lender will provide ▇.▇. ▇▇▇▇▇▇ such notice within a reasonable time after (x) Information is made available to Lender or (y) Lender discovers that it is unable to access Information, as the case may be.

Lender acknowledges that Information available to it electronically with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating account records, and other causes. ▇.▇. ▇▇▇▇▇▇ will not be liable for any Liabilities arising out of any such Information accessed electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted.

Notifications

Change Requests

If either party wishes to propose any amendment or modification to, or variation of, the services under this Agreement (including the scope or details of the services) (a “Change”) then it shall notify the other party of that fact by sending a request (a “Change Request”) to the party, specifying in as much detail as is reasonably practicable the nature of the Change.

Promptly following the receipt of a Change Request the parties shall agree whether to implement the Change Request, whether implementation of the Change Request should result in a modification of the fees contemplated by Section 5.1 of this Agreement, and the basis upon which ▇.▇. ▇▇▇▇▇▇ will be compensated for implementing the Change Request.

If a change to Applicable Law requires a Change, the parties shall follow the processes set forth in this Section to initiate a Change Request. If the change in Applicable Law results in a Change, or an increase in ▇.▇. ▇▇▇▇▇▇’▇ costs or risk associated with provision of its services contemplated by this Agreement, the parties shall mutually agree what, if any, modifications in the fees contemplated by Section 5.1 of this Agreement should result. ▇.▇. ▇▇▇▇▇▇ shall bear its own costs with respect to implementing a Change Request based upon a change in Applicable Law except that:

▇.▇. ▇▇▇▇▇▇ shall be entitled to charge the Lender for any changes to software that has been developed or customized at the Lender’s request; provided that such charges and changes have been pre- approved by Lender; and

▇.▇. ▇▇▇▇▇▇ shall be entitled to charge the Lender for any changes required as a result of the change in Applicable Law affecting the Lender in a materially different way than it affects ▇.▇. ▇▇▇▇▇▇’▇ other lenders, or which the Lender wishes ▇.▇. ▇▇▇▇▇▇ to implement in a way different from what ▇.▇. ▇▇▇▇▇▇ reasonably intends to implement for other lenders; provided that such charges and changes have been pre- approved by Lender.

OBLIGATIONS OF ▇.▇. ▇▇▇▇▇▇ IN THE CASE OF BORROWER DEFAULT

Default by Borrower with respect to Securities on Loan

Indemnification of Lender in Respect of Securities

In addition to the actions described in Section 3.1 and after the expiration of any reasonable and customary grace period except in cases relating to the solvency of a Borrower, if any Borrower with respect to any Loan effected under this Agreement fails to return any Securities on Loan when due under the applicable MSLA which is the date an Event of Default shall have occurred under the applicable MSLA (the “Return Date”), then ▇.▇. ▇▇▇▇▇▇ shall, as soon as practicable, liquidate the Collateral on behalf of the Lender pursuant to the Lender’s rights under the applicable MSLA and implement the following steps to ensure that the Lender is returned its Securities or the economic value thereof:

▇.▇. ▇▇▇▇▇▇ shall, as soon as practicable, purchase replacement Securities of the same issue, type, class and series and deposit such Securities to the applicable Lending Account. ▇.▇. ▇▇▇▇▇▇ shall effect such purchase (A) on the Lender’s behalf, by applying the proceeds from the liquidation of Collateral and any Cash Collateral to the settlement of such purchase and (B) at its own expense, only to the extent the proceeds from the liquidation of Collateral and the Cash Collateral are insufficient or unavailable to settle such purchase of replacement Securities;

▇.▇. ▇▇▇▇▇▇ may, to the extent that ▇.▇. ▇▇▇▇▇▇ is unable to successfully place an order to purchase replacement Securities after making an effort in a reasonable manner to do so for two Business Days, credit the Lender’s cash account in Dollars with an amount equal to the Market Value of the unreplaced Securities as of the Return Date. ▇.▇. ▇▇▇▇▇▇ may effect such crediting: (A) by transfer of any remaining proceeds from the liquidation of Collateral and any Cash Collateral, or (B) at its own expense, to the extent the remaining proceeds from the liquidation of Collateral and Cash Collateral are less than the Market Value of the unreplaced Securities as of the Return Date.

Notwithstanding any other provision of this Section 3.2, ▇.▇. ▇▇▇▇▇▇’▇ obligation to, at its own expense, credit Lender’s cash account with cash or the Lending Account with replacement Securities shall be reduced by an amount equal to the extent of any shortfall in the Collateral which is attributable to one or more of the following:

a decrease in the market value of Authorized Investments;

the act or omission or insolvency of any Securities Depository or Tri-party Institution (other than in the case of insolvency of ▇.▇. ▇▇▇▇▇▇ or any of its Affiliates); or

▇.▇. ▇▇▇▇▇▇’▇ reliance on incorrect prices of the lent Securities or Collateral provided by a pricing vendor as described in Section 7.5 of this Agreement, provided, however, that ▇.▇. ▇▇▇▇▇▇ shall have met its standard of care as described in Section 7.1(a) with respect to reviewing the reasonableness of any such price.

Application of Collateral/Assignment of Rights

In the case of an Event of Default, the Lender agrees that any Collateral and any proceeds of Collateral, Authorized Investments or Proceeds shall be applied as follows:

First, to reimburse ▇.▇. ▇▇▇▇▇▇ for any and all amounts expended in complying with its obligations under Section 3.2;

second, to reimburse ▇.▇. ▇▇▇▇▇▇ for any and all amounts advanced by it under Section 2.7 or otherwise advanced by ▇.▇. ▇▇▇▇▇▇ on behalf of the affected Borrower; and

third, to any other amounts owed by the affected Borrower to Lender under the applicable MSLA.

If ▇.▇. ▇▇▇▇▇▇ is required to perform or make any payment hereunder in connection with a Loan, Lender agrees that ▇.▇. ▇▇▇▇▇▇ shall be subrogated to and that Lender shall assign and be deemed to have assigned to ▇.▇. ▇▇▇▇▇▇, all of Lender’s rights in, to and against Borrower (and any guarantor of this Agreement) (i) in respect of such Loan to the extent of any payment or purchase made by ▇.▇. ▇▇▇▇▇▇ under Sections 2.7 or 3.2 (or otherwise made to Lender by ▇.▇. ▇▇▇▇▇▇ on behalf of the affected Borrower under the applicable MSLA), and (ii) subject to Lender’s rights under Section 3.3(a), any Collateral pledged by Borrower in respect of such Loan, and all proceeds of such Collateral, including any Collateral and proceeds remaining after the application process set forth in Section 3.3(a). If Lender receives or is credited with any payment, benefit or value from or on behalf of Borrower in respect of the rights to which ▇.▇. ▇▇▇▇▇▇ becomes subrogated as provided herein, Lender shall promptly remit or pay to ▇.▇. ▇▇▇▇▇▇ the same (or, where applicable, its Dollar equivalent). Lender agrees that the express entitlement to subrogation contained in this Section shall be in addition and without prejudice to all and any equitable rights of subrogation which ▇.▇. ▇▇▇▇▇▇ may have or acquire on making any payment or effecting any repurchase as a result of the occurrence of any event involving a Borrower as aforesaid.

INSTRUCTIONS

Acting on Instructions; Method of Instruction and Unclear Instructions

Lender authorizes ▇.▇. ▇▇▇▇▇▇ to accept and act upon any Instructions received by it without inquiry. Lender is solely responsible for the accuracy and completeness of Instructions, proper delivery of Instructions to ▇.▇. ▇▇▇▇▇▇, for updating Instructions as may be necessary to ensure their continued accuracy and completeness, and for monitoring their status. ▇.▇. ▇▇▇▇▇▇ will not be responsible for any Liabilities resulting from Lender’s failure to perform these responsibilities. Lender will indemnify ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against ▇.▇. ▇▇▇▇▇▇ Indemnitees as a result of any action or omission taken in accordance with any Instruction, except to the extent that such Liabilities arise out of or are caused by the fraud, negligence or willful misconduct of any ▇.▇. ▇▇▇▇▇▇ Indemnitees in the manner in which it carries out the Instruction.

To the extent possible, Instructions to ▇.▇. ▇▇▇▇▇▇ shall be sent via an encrypted, electronic means using technology consistent with industry standards, or a trade information system confirmed as acceptable to ▇.▇. ▇▇▇▇▇▇.

▇.▇. ▇▇▇▇▇▇ shall promptly notify an Authorized Person if ▇.▇. ▇▇▇▇▇▇ determines that an Instruction does not contain all information reasonably necessary for ▇.▇. ▇▇▇▇▇▇ to carry out the Instruction. ▇.▇. ▇▇▇▇▇▇ may decline to act upon an Instruction if it does not receive missing information, clarification or confirmation satisfactory to it. ▇.▇. ▇▇▇▇▇▇ will not be liable for any Liabilities arising from any reasonable delay in carrying out any such Instruction while it seeks any such missing information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive such missing information, clarification or confirmation satisfactory to it.

Verification and Security Procedures

▇.▇. ▇▇▇▇▇▇ and Lender shall comply with any applicable Security Procedures to permit ▇.▇. ▇▇▇▇▇▇ to verify the authenticity of Instructions.

The Lender acknowledges that the Security Procedure is designed to verify the authenticity of, and not to detect errors in, Instructions. The Lender shall promptly notify ▇.▇. ▇▇▇▇▇▇ if it does not believe that any relevant Security Procedure is commercially reasonable, and its adherence to any Security Procedure without objection constitutes its agreement that it has determined the Security Procedure to be commercially reasonable.

The Lender and its Authorized Persons are solely responsible for ensuring that the User Codes are reasonably safeguarded and known to and used by only the respective Authorized Persons to whom such User Codes apply. If (i) the User Codes are (or the Lender or its relevant Authorized Person reasonably suspects that the User Codes may be) lost, stolen, damaged, altered, unduly disclosed, known in a manner inconsistent with its purposes or compromised, (ii) the

Instructions; Contrary to Law/Market Practice

Cut-Off Times

Electronic Access and Cybersecurity

Access by Lender to certain systems, applications or products of ▇.▇. ▇▇▇▇▇▇ shall be governed by this Agreement and the terms and conditions set forth in Schedule 8 Electronic Access. The Lender and its Authorized Persons shall use User Codes to access ▇.▇. ▇▇▇▇▇▇’▇ systems, applications or products unless otherwise agreed by ▇.▇. ▇▇▇▇▇▇.

Each of Lender and ▇.▇. ▇▇▇▇▇▇ will maintain written cybersecurity policies and procedures which implement commercially reasonable administrative, technical, and physical safeguards that are aligned with industry security standards and that, among other things, protect against any anticipated threats or hazards to the security or integrity of their respective systems and data. ▇.▇. ▇▇▇▇▇▇ may in its discretion provide training or information on best practices to Lender from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity.

Each of Lender and ▇.▇. ▇▇▇▇▇▇ will be responsible for the obtaining, proper functioning, maintenance and security of its own services, software, connectivity and other equipment.

Recording of Telephone Communications

FEES, EXPENSES AND OTHER AMOUNTS OWING TO ▇.▇. ▇▇▇▇▇▇

Fees and Expenses

In connection with each Loan under this Agreement, Lender hereby authorizes ▇.▇. ▇▇▇▇▇▇ to retain a fee in an amount equal to 15 % of the sum of (i) earnings derived from Authorized Investments (as adjusted for any Rebate paid or received by ▇.▇. ▇▇▇▇▇▇); (ii) any fee, paid or payable by Borrower with respect to Loans (including any Loan Fee but excluding any compensation payable by Borrower under any Tri-party Agreement); and (iii) any other amounts payable by Borrower under the MSLA in connection with a Loan (net, however, of any other amount payable by Lender in connection with such Loan). Gains and losses on Cash collateral investments shall not be taken into account in calculating earnings for the purposes of ▇.▇. ▇▇▇▇▇▇’▇ fee. Earnings shall be subject to adjustment as necessary to correct variances and late items. ▇.▇. ▇▇▇▇▇▇ may execute foreign exchange transactions in order to convert earnings received in other currencies into Lender’s base currency at such rate as ▇.▇. ▇▇▇▇▇▇ customarily charges for similar transactions for similarly situated customers.

The fee payable to ▇.▇. ▇▇▇▇▇▇ for services performed under Section 2.6 of this Agreement shall be equal to 0% of the amount of the Cash Collateral used to make outstanding Authorized Investments. Fees shall be accrued or charged daily, as appropriate, and shall be payable monthly in arrears.

The parties shall mutually agree what, if any, reasonable amendments to the above fees at any time should result should either (i) Lender’s actual investment guidelines or portfolio differ significantly from the assumptions used to develop ▇.▇. ▇▇▇▇▇▇’▇ fee proposal, (ii) Lender imposes material restrictions on the lending of Securities under this Agreement or the classes of Collateral that can be received, (iii) Lender’s service requirements change, (iv) Lender’s use of any other products that were included in ▇.▇. ▇▇▇▇▇▇’▇ pricing proposal to the Lender is discontinued or modified in any respect material to ▇.▇. ▇▇▇▇▇▇’▇ pricing proposal, or (v) the volume of Loans is materially and adversely affected due to a change in Applicable Law.

▇.▇. ▇▇▇▇▇▇ may retain its share of earnings and fees under this Agreement and shall credit Lender monthly with Lender’s share of earnings and Loan Fees. ▇.▇. ▇▇▇▇▇▇ may reverse a credit to Lender of earnings and Loan Fees upon written notification that such amount was incorrectly credited stating the amount of the reversal and the reasons for such reversal.

Lender shall reimburse ▇.▇. ▇▇▇▇▇▇ for its reasonable and actual out-of-pocket expenses or reasonable and actual incidental expenses incurred in providing the services under this Agreement, including, but not limited to, legal fees; provided Lender has received prior written notice of such expenses and approves such expenses in advance. ▇.▇. ▇▇▇▇▇▇ may apply these expenses and any other amounts owed by Lender under this Agreement against Lender’s cash account with ▇.▇. ▇▇▇▇▇▇ and/or a Collateral Account.

Invoices (if any) will be payable within thirty (30) days of the date of the invoice. If Lender disputes an invoice, ▇.▇. ▇▇▇▇▇▇ may deduct such portion of the invoice that is not subject to dispute. Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ other rights, ▇.▇. ▇▇▇▇▇▇ reserves the right to charge interest on overdue, undisputed amounts from the due date until actual payment at a rate equal to the fed funds rate (as in effect from time to time) plus two hundred basis points (or such other rate as may be agreed by ▇.▇. ▇▇▇▇▇▇ and Lender).

Overdrafts

▇.▇. ▇▇▇▇▇▇’▇ Right Over Securities; Set-off

Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, until satisfaction of all Liabilities outstanding from time to time (whether or not matured or contingent) of Lender to ▇.▇. ▇▇▇▇▇▇ or any of its Affiliates, ▇.▇. ▇▇▇▇▇▇ shall have, and Lender shall grant to ▇.▇. ▇▇▇▇▇▇ a security interest in and a lien on the assets held in the Securities Accounts and Lender’s interest in the Collateral Account and any other property at any time held by ▇.▇. ▇▇▇▇▇▇ for the benefit of Lender or in which Lender may have an interest which is then in ▇.▇. ▇▇▇▇▇▇’▇ possession or control or in the possession or control of any third party acting on ▇.▇. ▇▇▇▇▇▇’▇ behalf. ▇.▇. ▇▇▇▇▇▇ will be entitled to all rights and remedies available to a secured party under Applicable Law with respect to such assets, including, without notice to Lender, withholding delivery of such assets, selling or otherwise realizing any of such assets and to applying the proceeds and any other monies credited to any cash account maintained by Lender with ▇.▇. ▇▇▇▇▇▇ in satisfaction of such Liabilities. For this purpose, ▇.▇. ▇▇▇▇▇▇ may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies.

Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, ▇.▇. ▇▇▇▇▇▇ may set off against any amount owing by Lender to ▇.▇. ▇▇▇▇▇▇ or any of its Affiliates any amount in any currency (i) standing to the credit of any of Lender’s accounts (whether deposit or otherwise) with any ▇.▇. ▇▇▇▇▇▇ branch or office or with any Affiliate of ▇.▇. ▇▇▇▇▇▇, or (ii) owed to the Lender by any ▇.▇. ▇▇▇▇▇▇ branch or office or by any Affiliate of ▇.▇. ▇▇▇▇▇▇. For this purpose, ▇.▇. ▇▇▇▇▇▇ shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies.

ADDITIONAL PROVISIONS RELATING TO THE PARTIES

Representations of Lender and ▇.▇. ▇▇▇▇▇▇

Lender represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to enter into and perform its obligations under this Agreement, and to incur overdrafts as contemplated by this Agreement, and ▇▇▇▇▇ ▇ ▇▇▇▇ over assets as contemplated by Section 5.3; (ii) assuming execution and delivery of this Agreement by ▇.▇. ▇▇▇▇▇▇, this Agreement is Lender’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) there is no administrative, civil or criminal proceeding pending or, to the knowledge of the Lender, threatened against the Lender; (iv) it has not relied on any oral or written representation made by ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of ▇.▇. ▇▇▇▇▇▇; (v) it is a resident of the United States and shall notify ▇.▇. ▇▇▇▇▇▇ of any changes in residency; (vi) its execution, delivery, and performance of this Agreement shall at all times comply with Applicable Law, (vii) each Loan shall be, legally and validly entered into, and does not and shall not violate Applicable Law or judgment binding on Lender, or any provision of Lender’s charter or by-laws, or any agreement binding on Lender or affecting its property; (viii) it is lending Securities as principal and shall not transfer, assign or encumber its interest in, or rights with respect to, any Securities available for Loan under this Agreement, except for rights granted to ▇.▇. ▇▇▇▇▇▇ under the Custody Agreement; (ix) it is the beneficial owner of all Securities or otherwise has the right to lend Securities; (x) it is entitled to receive all Distributions on Securities eligible for lending under this Agreement and (xi) the representations and warranties to be given by ▇.▇. ▇▇▇▇▇▇ on Lender’s behalf as set out in the MSLAs are true and will continue to be true at all times until termination of ▇.▇. ▇▇▇▇▇▇’▇ authority to act as Lender’s agent as provided in this Agreement. Lender shall promptly identify to ▇.▇. ▇▇▇▇▇▇ by notice, which notice may be oral, any Securities that are no longer subject to the foregoing representations and if any representations and warranties as are set out in the

▇.▇. ▇▇▇▇▇▇ represents and warrants that (i) this Agreement has been duly authorized, executed and, assuming execution and delivery of this Agreement by Lender, constitutes ▇.▇. ▇▇▇▇▇▇’▇ legal, valid and binding obligation, enforceable in accordance with its terms, (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) its execution, delivery, and performance of this Agreement shall at all times comply with Applicable Law, and (iv) it is conducting its business contemplated by this Agreement in compliance with Applicable Law.

Lender to Provide Certain Information to ▇.▇. ▇▇▇▇▇▇

Insurance

Confidentiality

Subject to Section 6.4(b) of this Agreement ▇.▇. ▇▇▇▇▇▇ will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over ▇.▇. ▇▇▇▇▇▇’▇ business, or with the consent of Lender.

Lender authorizes ▇.▇. ▇▇▇▇▇▇ to disclose Confidential Information to:

any subcontractor, agent, Securities Depository, securities exchange, Tri-party Institution, Borrower, broker, third party agent, proxy solicitor, issuer, and, on an anonymous basis, industry benchmarking/analytics service providers or any other person that ▇.▇. ▇▇▇▇▇▇ reasonably believes it is reasonably required to disclose such Confidential Information to in connection with ▇.▇. ▇▇▇▇▇▇’▇ provision of relevant services under this Agreement;

its professional advisors, auditors or public accountants subject to a separate non-disclosure obligation with ▇.▇. ▇▇▇▇▇▇ to ensure protection of Lender’s Confidential Information to the same extent protected herein;

its branches and ▇.▇. ▇▇▇▇▇▇ Affiliates; and

any revenue authority or any governmental entity in relation to the processing of any tax relief claim.

In the event that ▇.▇. ▇▇▇▇▇▇ is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, ▇.▇. ▇▇▇▇▇▇ will provide Lender with prompt advance notice, to the extent feasible and not prohibited by law, of any such request or requirement (written if practical) so that Lender may seek an appropriate protective order or waiver. JPM agrees to cooperate reasonably in enabling Lender to obtain such a protective order. If, in the absence of a protective order or the receipt of a waiver hereunder, ▇.▇. ▇▇▇▇▇▇ is nonetheless, in the opinion of ▇.▇. ▇▇▇▇▇▇’▇ counsel, legally required to disclose such Confidential Information or else stand liable for contempt or suffer other censure or penalty, ▇.▇. ▇▇▇▇▇▇ may disclose such information without liability hereunder, provided, however, that ▇.▇. ▇▇▇▇▇▇ shall disclose only that portion of such Confidential Information which it is legally required to disclose. Notwithstanding anything to the contrary in the foregoing, ▇.▇. ▇▇▇▇▇▇ may disclose any of the Confidential Information provided by the Lender to any bank regulatory authority having jurisdiction over ▇.▇. ▇▇▇▇▇▇ upon the request of the bank regulatory authority without having to provide the Lender with notice of any kind. JPM agrees to notify Lender promptly upon discovery of any unauthorized use or disclosure of the Confidential Information, and will reasonably cooperate with Lender to help regain possession of the Confidential Information and prevent any further unauthorized use of the Confidential Information.

The confidentiality obligation of each party will survive for three (3) years after the termination of this Agreement.

Use of ▇.▇. ▇▇▇▇▇▇’▇ Name

WHEN ▇.▇. ▇▇▇▇▇▇ IS LIABLE TO LENDER

Standard of Care; Liability

▇.▇. ▇▇▇▇▇▇ will use reasonable care in performing its obligations under this Agreement.

▇.▇. ▇▇▇▇▇▇ will only be liable for Lender’s direct Liabilities and only to the extent they arise out of or relate to ▇.▇. ▇▇▇▇▇▇’▇ fraud, bad faith, negligence or willful misconduct in performing or failing to perform its duties as set out in this Agreement. Nevertheless, under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, or ▇.▇. ▇▇▇▇▇▇’▇ role as lending agent.

Lender will indemnify ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of ▇.▇. ▇▇▇▇▇▇ Indemnitees in connection with or arising out of ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement (including without limitation any action taken or omitted by ▇.▇. ▇▇▇▇▇▇ in connection with enforcing Lender’s rights under the applicable MSLA), except for those Liabilities arising out of or related to fraud, bad faith, negligence or willful misconduct of any ▇.▇. ▇▇▇▇▇▇ Indemnitee.

Without limiting Subsections 7.1(a), (b) or (c), ▇.▇. ▇▇▇▇▇▇ will have no duty or responsibility to question Instructions or make any suggestions to Lender or an Authorized Person regarding such Instructions.

▇.▇. ▇▇▇▇▇▇ may refrain from bringing any legal action or proceeding arising out of or in connection with any Loan until it shall have received such security as it may require for all reasonable and actual costs, reasonable and actual expenses (including reasonable legal fees) and Liabilities which it shall or may expend or incur in relation to that Loan.

Subject to Section 7.1(a) of this Agreement and ▇.▇. ▇▇▇▇▇▇’▇ express obligations under Sections 2.7 and 3.2 of this Agreement, ▇.▇. ▇▇▇▇▇▇ shall not be liable for any Liabilities arising out of the failure of any Borrower to fulfill the terms of any Loan or MSLA.

Force Majeure

▇.▇. ▇▇▇▇▇▇ May Consult With Counsel

▇.▇. ▇▇▇▇▇▇ Provides Diverse Financial Services and May Generate Profits as a Result

Responsibility for Certain Third Parties

▇.▇. ▇▇▇▇▇▇ may use third party delivery services and providers of information regarding matters such as pricing, and credit ratings. Although ▇.▇. ▇▇▇▇▇▇ will use reasonable care in the selection and retention of such third party providers, it will not be responsible for any errors or omissions made by them in providing the relevant information or services.

Notwithstanding anything contained in the Custody Agreement relating to ▇.▇. ▇▇▇▇▇▇’▇ liability for subcustodians, ▇.▇. ▇▇▇▇▇▇ shall have no obligation under this Agreement for any Liabilities relating to custody and safekeeping which are sustained or incurred by Lender by reason of any action or inaction by any Securities Depository or a Tri-party Institution or their respective agents, assigns, successors or nominees. If Lender is damaged by the failure of a Securities Depository or a Tri-party Institution to properly fulfill its obligations with respect to Collateral or Securities, ▇.▇. ▇▇▇▇▇▇ shall provide reasonable cooperation with respect to any claim that Lender may choose to assert against the Securities Depository or Tri-party Institution in the matter.

TAXATION

Tax Filings

Tax Treatment

TERM AND TERMINATION

Termination

Other Grounds for Termination

Either party may terminate this Agreement immediately on written notice to the other party upon the occurrence of any of the following:

if the other party commits any material breach of this Agreement and fails to remedy such breach (if capable of remedy) within thirty (30) days’ of the party in breach being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach; or

the other (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under title 11 of the United States Code, as in effect from time to time, or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (C) is subject to an involuntary order for the transfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable) or (E) is the subject of a measure similar to any of the foregoing.

Exit Procedure

MISCELLANEOUS

Notifications

Successors and Assigns

Entire Agreement and Amendments

Governing Law and Jurisdiction

Severability; Waiver; and Survival

If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

Sections 6.4, 7.1(b), 7.1 (c) and 9.3 shall survive termination of this Agreement.

Counterparts

No Third Party Beneficiaries

Stay Legislation

Liability of the Trust and Each Lender

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