Common use of Lien/Set -Off Clause in Contracts

Lien/Set -Off. As security for any advances made on the Lender’s behalf by Agent, including but not limited to advances associated with Collateral held by Lender for rebates and reasonable fees and costs associated therewith, the Lender hereby grants to the Agent a right of set-off against any assets in any custody account that the Lender may have with the Agent; provided, however, that the foregoing right of set-off shall not apply to any assets held by Agent or any affiliate of Agent in connection with any transactions that are not appurtenant to the securities lending transactions hereunder. For purposes of this Agreement: “Affiliate” means, with respect to any natural person or incorporated or unincorporated entity (“Person”), any other Person that is controlled by, or controls, or is under common control with such Person; and (ii) “control” of a Person means (i) ownership of, or possession of the right to vote, more than 25% of the outstanding voting equity of that Person or (ii) the right to control the appointment of the board of directors, management or executive officers of that Person. Notwithstanding the foregoing, the U.S. Government shall not be deemed an Affiliate of Agent.