Common use of Eligible Securities Clause in Contracts

Eligible Securities. (a) Equity Securities covered under the Committed Lending Agreement (“Eligible Equity Securities”) must: (i) be Equity Securities where the relevant Issuer has a current market capitalization of at least USD 1,000,000,000; (ii) be USD denominated; (iii) be traded on any of the New York Stock Exchange, NYSE MKT, NYSE Arca or NASDAQ; and (iv) when aggregated with all other positions of the same Equity Security beneficially owned by Customer (whether with Scotia or otherwise), not result in Customer and its affiliates becoming the beneficial owner, directly or indirectly, of more than nine (9) percent of the outstanding float of such Equity Security. (b) Debt Securities covered under the Committed Lending Agreement (“Eligible Debt Securities” and together with Eligible Equity Securities, “Eligible Securities”) must: (i) be USD denominated; (ii) have a long-term credit rating of at least (i) CCC+ by S&P or (ii) Caa1 by ▇▇▇▇▇’▇; (iii) have a current market price of at least 70% of par; (iv) be part of an issuance of at least USD 100 million; and (v) not be issued by an Issuer who is in default. (c) Notwithstanding the foregoing, the following will not be part of the commitment in the Committed Lending Agreement and shall not be Eligible Equity Securities or Eligible Debt Securities: (i) any security that is not capable of being valued by Scotia on a daily basis through its internal or external pricing sources; (ii) any security type not covered above, as determined by Scotia in its sole discretion; (iii) any short security position; (iv) any security offered through a private placement or any restricted securities (excluding, for the purposes of this sub-clause, corporate debt or preferred securities offered under Rule 144A of the Securities Act of 1933, as amended); (v) any commodity positions; (vi) any security over which Scotia does not have a first-priority perfected security interest; (vii) any derivatives (including, without limitation, warrants); (viii) any exchange-traded-funds that represent leveraged or short exposure to their reference index or sector; (ix) any securities that are municipal securities, catastrophe bonds, asset-backed securities, mortgage securities, Payment-in-Kind Securities or Structured Securities (notwithstanding the fact that such securities would otherwise be covered), which, for the avoidance of doubt, shall not include any depository receipts; (x) to the extent that any Aggregate Position in an Equity Security has a Days of Trading Volume in excess of 3, the portion of such Aggregate Position in excess of 3 Days of Trading Volume (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be considered to be in excess of such 3 Days of Trading Volume threshold); (xi) to the extent that any Aggregate Position in an Equity Security represents more than 4% of the outstanding float of such Equity Security, the portion of such Aggregate Position in excess of such 4% threshold (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be considered to be in excess of such 4% threshold); (xii) to the extent that any Aggregate Position in a Debt Security has a Percentage of Outstanding Issue Size greater than 10%, the portion of such Aggregate Position in excess of such 10% threshold (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be considered to be in excess of such 10% threshold); and (xiii) any securities that have a Country of Risk in an Emerging Market.

Eligible Securities. (a) Equity Securities covered under the Committed Lending Agreement (“Eligible Equity Securities”) must: (i) be Equity Securities where the relevant Issuer has a current market capitalization of at least USD 1,000,000,000; (ii) be USD denominated; (iii) be traded on any of the New York Stock Exchange, NYSE MKT, NYSE Arca or NASDAQ; and (iv) when aggregated with all other positions of the same Equity Security beneficially owned by Customer (whether with Scotia or otherwise), not result As used in Customer and its affiliates becoming the beneficial owner, directly or indirectly, of more than nine (9) percent of the outstanding float of such Equity Security. (b) Debt Securities covered under the Committed Lending Agreement (“Eligible Debt Securities” and together with Eligible Equity Securitiesherein, “Eligible Securities”” means securities that (A) must: with respect to Agency Securities, (i) be USD denominated; are direct obligations of, or that are fully guaranteed as to principal and interest by, any Agency, (ii) have a longare either ARM 1-term credit rating 1 (fully indexed), ARM 1-1 (non-fully indexed), ARM 3-1, or ARM 5-1, Securities, (iii) on the date of at least sale thereof by the Depositor to the Issuer pursuant to any related Eligible Repo Agreement, satisfy each of the eligibility requirements therefor set forth in the Issuer’s Investment Policy on such date, and (iv) on the date of acquisition thereof by the Depositor pursuant to the Securities Sale and Contribution Agreement, conform to all representations and warranties made by the Seller or Depositor with respect thereto in the Securities Sale and Contribution Agreement or the related Repo Agreement, as applicable, and (B) with respect to Private Label Securities, (i) CCC+ by S&P are rated “AAA” (or (ii) Caa1 by “Aaa” in case of ▇▇▇▇▇’▇; ) by at least one of Fitch, ▇▇▇▇▇’▇ or S&P, and not rated below “AAA” (or “Aaa” in the case of ▇▇▇▇▇’▇) by any of Fitch, ▇▇▇▇▇’▇ or S&P (ii) are either 1-Month LIBOR Floater, Private Label ARM 1-1 (fully indexed), Private Label ARM 1-1 (non-fully indexed), Private Label ARM 3-1, or Private Label ARM 5-1 Securities, (iii) have a current market price on the date of at least 70% sale thereof by the Depositor to the Issuer pursuant to any related Eligible Repo Agreement, satisfy each of par; the eligibility requirements therefor set forth in the Issuer’s Investment Policy on such date, (iv) be part are backed by a Prime Residential Mortgage Loan Pool with a weighted average FICO Score (weighted on the initial unpaid principal balance of an issuance each mortgage loan on the date each such security is issued and the FICO Score of each mortgagor at least USD 100 million; and the origination of the related mortgage loan) greater than 640, and (v) not be issued on the date of acquisition thereof by an Issuer who is in default. (c) Notwithstanding the foregoingDepositor pursuant to the Securities Sale and Contribution Agreement, conform to all representations and warranties made by the following will not be part of Seller or the commitment Depositor with respect thereto in the Committed Lending Securities Sale and Contribution Agreement and shall not be Eligible Equity Securities or Eligible Debt Securities: (i) any security that is not capable of being valued by Scotia on a daily basis through its internal or external pricing sources; (ii) any security type not covered abovethe related Repo Agreement, as determined by Scotia in its sole discretion; (iii) any short security position; (iv) any security offered through a private placement or any restricted securities (excluding, for the purposes of this sub-clause, corporate debt or preferred securities offered under Rule 144A of the Securities Act of 1933, as amended); (v) any commodity positions; (vi) any security over which Scotia does not have a first-priority perfected security interest; (vii) any derivatives (including, without limitation, warrants); (viii) any exchange-traded-funds that represent leveraged or short exposure to their reference index or sector; (ix) any securities that are municipal securities, catastrophe bonds, asset-backed securities, mortgage securities, Payment-in-Kind Securities or Structured Securities (notwithstanding the fact that such securities would otherwise be covered), which, for the avoidance of doubt, shall not include any depository receipts; (x) to the extent that any Aggregate Position in an Equity Security has a Days of Trading Volume in excess of 3, the portion of such Aggregate Position in excess of 3 Days of Trading Volume (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be considered to be in excess of such 3 Days of Trading Volume threshold); (xi) to the extent that any Aggregate Position in an Equity Security represents more than 4% of the outstanding float of such Equity Security, the portion of such Aggregate Position in excess of such 4% threshold (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be considered to be in excess of such 4% threshold); (xii) to the extent that any Aggregate Position in a Debt Security has a Percentage of Outstanding Issue Size greater than 10%, the portion of such Aggregate Position in excess of such 10% threshold (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be considered to be in excess of such 10% threshold); and (xiii) any securities that have a Country of Risk in an Emerging Marketapplicable.

Eligible Securities. (a) Equity Securities Positions in the following eligible equity and fixed income security types ("Eligible Securities") are covered under the Committed Lending Agreement (“Eligible Equity Securities”) mustFacility Agreement: (i) be Equity Securities where the relevant Issuer has a current market capitalization of at least i. USD 1,000,000,000; (ii) be USD denominated; (iii) be common stock traded on any of the New York Stock Exchange, NYSE MKTNASDAQ, NYSE Arca or the American Stock Exchange; ii. non-convertible and convertible preferred securities and corporate bonds denominated in USD, provided such securities are issued by an issuer incorporated in the USA; or iii. exchange traded fund shares listed on a recognized market (NYSE, NASDAQ; and , or American Stock Exchange) (iv) when aggregated with all other positions "ETF Shares"). provided that the Gross Market Value of ETF Shares that are leveraged ETF Shares held as Positions shall not exceed 50% of the same Equity Security beneficially owned Gross Market Value of all Eligible Securities held as Positions, provided further, that the Gross Market Value of ETF Shares that are emerging market ETF Shares held as Positions, as determined by Customer (whether with Scotia or otherwise)BNPP PB, Inc. in its reasonable discretion, shall not result in Customer and its affiliates becoming the beneficial owner, directly or indirectly, of more than nine (9) percent exceed 25% of the outstanding float Gross Market Value of such Equity Securityall Eligible Securities held as Positions. (b) Debt Securities covered under the Committed Lending Agreement (“Eligible Debt Securities” and together with Eligible Equity Securities, “Eligible Securities”) must: (i) be USD denominated; (ii) have a long-term credit rating of at least (i) CCC+ by S&P or (ii) Caa1 by ▇▇▇▇▇’▇; (iii) have a current market price of at least 70% of par; (iv) be part of an issuance of at least USD 100 million; and (v) not be issued by an Issuer who is in default. (c) Notwithstanding the foregoing, the following will not be part of the collateral commitment in the Committed Lending Agreement and shall not be Eligible Equity Securities or Eligible Debt Securitieshave no collateral value: (i) any security that is not capable of being valued by Scotia on a daily basis through its internal or external pricing sources; (ii) i. any security type not covered above, as determined by Scotia BNPP PB, Inc. in its sole discretion; (iii) ii. any short security position; (iv) iii. any security offered through a private placement or any restricted securities (excluding, for the purposes of this sub-clausesubclause, corporate debt or preferred securities offered under Rule 144A of the Securities Act of 1933, as amended); (v) any commodity positions; (vi) iv. any security over which Scotia does that is not have maintained as a firstbook-priority perfected entry security interest;on a major depository, such as The Depository Trust Company, Euroclear, or Clearstream; or (vii) any derivatives (including, without limitation, warrants); (viii) any exchange-traded-funds that represent leveraged or short exposure to their reference index or sector; (ix) v. any securities that are municipal securities, catastrophe bonds, asset-backed securities, mortgage securities, Payment-in-Kind Securities or Structured Securities (notwithstanding the fact that such securities would otherwise be covered), which, ; vi. to the extent 35% of the Gross Market Value of Eligible Securities held as Positions consists of non-investment grade corporate bonds and/or preferred securities (for the avoidance of doubt, shall not include any depository receipts; (x) to the extent that any Aggregate Position in an Equity Security has a Days of Trading Volume in excess of 3, the portion of such Aggregate Position in excess of 3 Days of Trading Volume (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be unrated securities are considered to be non-investment grade), any non-investment grade corporate bonds and preferred securities in excess of such 3 Days of Trading Volume threshold); (xi) to the extent that any Aggregate Position in an Equity Security represents more than 4% of the outstanding float of such Equity Security, the portion of such Aggregate Position in excess of such 4% threshold (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be considered to be in excess of such 4% threshold); (xii) to the extent that any Aggregate Position in a Debt Security has a Percentage of Outstanding Issue Size greater than 1035%, the portion of such Aggregate Position in excess of such 10% threshold (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be considered to be in excess of such 10% threshold); and (xiii) any securities that have a Country of Risk in an Emerging Market."

Eligible Securities. (a) Equity Securities covered under the Committed Lending Agreement (“Eligible Equity Securities”"ELIGIBLE EQUITY SECURITIES") must: (i) be Equity Securities where the relevant Issuer has a current market capitalization of at least USD 1,000,000,000; (ii) be USD denominated; (iii) be traded on any of the Toronto Stock Exchange, TSX Venture Exchange, New York Stock Exchange, NYSE MKT, NYSE Arca MKT or NASDAQ; and (ivii) when aggregated with all other positions of the same Equity Security beneficially owned by Customer and its affiliates (whether with Scotia or otherwise), not result in Customer and its affiliates becoming the beneficial owner, directly or indirectly, of more than nine (9) percent of the outstanding float shares of such Equity Security. (b) Debt Securities covered under the Committed Lending Agreement (“Eligible Debt Securities” "ELIGIBLE DEBT SECURITIES" and together with Eligible Equity Securities, “Eligible Securities”"ELIGIBLE SECURITIES") must: (i) be USD denominated;issued in a Developed Market; and (ii) have a long-term credit rating of be rated at least (i) CCC+ B- by S&P or (ii) Caa1 and B3 by M▇▇▇▇'▇’▇; (iii) have a current market price of at least 70% of par; (iv) be part of an issuance of at least USD 100 million; and (v) not be issued by an Issuer who is in default. (c) Notwithstanding the foregoing, the following will not be part of the commitment in the Committed Lending Agreement and shall not be Eligible Equity Securities or Eligible Debt Securities: (i) any security that is not capable of being valued by Scotia on a daily basis through its internal or external pricing sources; (ii) any security type not covered clause (a) or (b) above, as determined by Scotia in its sole discretion; (iii) any short security position; (iv) any security offered through a private placement or any restricted securities (excluding, for the purposes of this sub-clausesubclause, corporate debt or preferred securities offered under Rule 144A of the Securities Act of 1933, as amended); (v) any commodity positionspreferred security; (vi) any security over which Scotia does position that has a Country of Risk that is not have a first-priority perfected security interestDeveloped Market; (vii) any derivatives (including, without limitation, warrants)commodity positions; (viii) any exchange-traded-funds that represent leveraged or short exposure to their reference index or sector; (ix) any securities that are municipal securities, catastrophe bonds, asset-backed securities, mortgage securities, Payment-in-Kind Securities or Structured Securities (notwithstanding the fact that such securities would otherwise be covered), which, for the avoidance of doubt, shall not include any depository receipts; (x) to the extent that any Aggregate Position in an Equity Security has a Days of Trading Volume in excess of 3, the portion of such Aggregate Position in excess of 3 Days of Trading Volume (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be considered to be in excess of such 3 Days of Trading Volume threshold); (xi) to the extent that any Aggregate Position in an Equity Security represents more than 4% of the outstanding float of such Equity Security, the portion of such Aggregate Position in excess of such 4% threshold (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be considered to be in excess of such 4% threshold); (xii) to the extent that any Aggregate Position in a Debt Security has a Percentage of Outstanding Issue Size greater than 10%, the portion of such Aggregate Position in excess of such 10% threshold (and Scotia shall determine in its sole discretion which specific Positions in such Aggregate Position shall be considered to be in excess of such 10% threshold); and (xiii) any securities that have a Country of Risk in an Emerging Market.