Common use of Securing Repayment Clause in Contracts

Securing Repayment. In order to secure repayment of the Fund’s obligations to the Custodian, the Fund hereby pledges and grants to the Custodian and agrees the Custodian shall have to the maximum extent permitted by law, a continuing first lien and security interest in, and right of setoff against: (a) all of the Fund’s right, title and interest in and to all Accounts in the Fund’s name and the Securities, cash and other property now or hereafter held in such Accounts (including proceeds thereof) and (b) any other property at any time held by the Custodian for the Fund. The Fund represents, warrants and covenants that it owns the Securities in the Accounts free and clear of all liens, claims and security interests, and that the lien and security interest granted herein shall be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any other party (other than specific liens granted preferred status by statute). Notwithstanding the foregoing, the Custodian hereby subordinates any such continuing lien and security interest in and to any Securities, cash and other property of the Fund held by in such Accounts (whether obtained by operation of law or contract), to the lien of any bank or other lending or financing institution of whatever nature (“Lender”) from which the Fund borrows money for investment (including through a derivative contract) or for temporary or emergency purposes using Securities held by the Custodian hereunder as collateral for such borrowings, provided however that when assets in excess of the amount of collateral required to be pledged by the Fund to any Lender (“Excess Assets”) are held in such Accounts, the Custodian shall have a priority security interest and right of setoff in such Excess Assets to secure any overdraft or indebtedness, provided that Custodian notifies the Lender and the Fund in writing prior to exercising any of its rights against such Excess Assets as provided in Section 5.5 below. The Fund shall take any additional steps required to assure the Custodian of such security interest, including notifying third parties or obtaining their consent. The Custodian shall be entitled to collect from the Accounts sufficient cash for reimbursement, and if such cash is insufficient, to, with ten (10) days’ prior written notice to the Fund (and any Lender, if applicable), sell the Securities in the Accounts to the extent necessary to obtain reimbursement. In this regard, the Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules and regulations as then in effect.

Securing Repayment. In order to secure repayment of the a Fund’s obligations to the Custodian, the Fund each Trust, on behalf of such Fund, hereby pledges and grants to the Custodian and agrees the Custodian shall have to the maximum extent permitted by law, but (i) subject to any agreement of which the Custodian is advised pursuant to Section 1.3(a)(viii) and (ii) only to the extent of a Fund’s obligation and only during the period such obligation is outstanding, a continuing first lien and security interest in, and right of setoff against: (a) all of the such Fund’s right, title and interest in and to all Accounts in the such Fund’s name and the Securities, cash and other property now or hereafter held in such Accounts (including proceeds thereof) but only to the extent of a Fund’s obligation and only during the period such obligation is outstanding and (b) any other property at any time held by the Custodian for the such Fund. The Fund Each Trust, on behalf of an applicable Fund, represents, warrants and covenants that it owns the Securities in the Accounts free and clear of all liens, claims and security interests, and that the first lien and security interest granted herein shall be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any other party (other than specific liens granted preferred status by statute). Notwithstanding the foregoingEach Trust, the Custodian hereby subordinates any such continuing lien and security interest in and to any Securitieson behalf of an applicable Fund, cash and other property of the Fund held by in such Accounts (whether obtained by operation of law or contract), to the lien of any bank or other lending or financing institution of whatever nature (“Lender”) from which the Fund borrows money for investment (including through a derivative contract) or for temporary or emergency purposes using Securities held by the Custodian hereunder as collateral for such borrowings, provided however that when assets in excess of the amount of collateral required to be pledged by the Fund to any Lender (“Excess Assets”) are held in such Accounts, the Custodian shall have a priority security interest and right of setoff in such Excess Assets to secure any overdraft or indebtedness, provided that Custodian notifies the Lender and the Fund in writing prior to exercising any of its rights against such Excess Assets as provided in Section 5.5 below. The Fund shall take any additional steps required to assure the Custodian of such priority security interest, including notifying third parties or obtaining their consentconsent but only after prior notice to the Trust. The Custodian shall be entitled to collect from the Accounts of applicable Fund sufficient cash for reimbursement, and if such cash is insufficient, to, with ten (10) days’ prior written notice to the Fund (and any Lender, if applicable), sell the Securities in the Accounts to the extent necessary to obtain reimbursementreimbursement for such Fund’s obligations; provided, however, that Custodian must first provide prompt advance notice of such potential action to the Trust. In this regard, the Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules and regulations as then in effect. The Accounts or other assets of a Fund may not be used to satisfy the obligations of any other Fund, nor may the Accounts or other assets of any other Fund be used to satisfy the obligations of the first Fund. No lien or security interest in, or right of setoff against, the Accounts or other assets of a Fund shall apply to such Fund except in connection with the obligations of such Fund.

Securing Repayment. In order to secure repayment of the FundClient’s obligations and liabilities (whether or not matured) to the CustodianCustodian or any BNY Mellon Affiliate under this Agreement or any Control Agreement, the Fund and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s rights under applicable law or any other agreement, Client hereby pledges and grants to the Custodian and agrees the Custodian shall have to the maximum extent permitted by law, a continuing first lien and security interest in, and right of setoff against: (aagainst(a) all of the FundClient’s right, title and interest in and to all Accounts in the Fund’s name and all Control Agreement Accounts and the Securities, cash money and other property now or hereafter held in such Accounts and Control Agreement Accounts (including proceeds thereof) , and (b) any other property at any time held by Custodian for Client; provided that the Client does not grant the Custodian for a security interest in any Securities issued by an affiliate of the FundCustodian (as defined in Section 23A of the Federal Reserve Act). The Fund representsIf any advance of funds is made by Custodian to purchase, warrants or to make payment on or against delivery of Securities held in any Account hereunder, or any Control Agreement Account, Custodian shall have a continuing security interest in and covenants right of setoff against such Securities and the proceeds thereof, until such time as Custodian is repaid the amount of such advance. Client represents that it owns the Securities in the Accounts and the Control Agreement Accounts free and clear of all liens, claims claims, security interests and encumbrances (except, in the case of the Accounts, those granted herein and, in the case of the Control Agreement Accounts, those granted in the relevant Control Agreement). Custodian’s security interests, and that the interest shall be a first priority lien and security interest granted herein shall be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any other party (other than specific liens granted preferred status by statute). Notwithstanding statute or, in the foregoing, the Custodian hereby subordinates any such continuing lien and security interest in and to any Securities, cash and other property case of the Fund held by Control Agreement Accounts, those granted in such Accounts (whether obtained by operation of law or contractthe applicable Control Agreement), to the lien of any bank or other lending or financing institution of whatever nature (“Lender”) from which the Fund borrows money for investment (including through a derivative contract) or for temporary or emergency purposes using Securities held by the Custodian hereunder as collateral for such borrowings, provided however that when assets in excess of the amount of collateral required to be pledged by the Fund to any Lender (“Excess Assets”) are held in such Accounts, the Custodian shall have a priority security interest and right of setoff in such Excess Assets to secure any overdraft or indebtedness, provided that Custodian notifies the Lender and the Fund in writing prior to exercising any of its rights against such Excess Assets as provided in Section 5.5 below. The Fund Client shall take any and all additional steps which are required to assure the Custodian of such security interestpriority and status, including notifying third parties or obtaining their consent. The Custodian shall be entitled to collect from the Accounts sufficient cash for reimbursement, and if such cash is insufficient, consent to, with ten (10) days’ prior written notice to the Fund (and any Lender, if applicable), sell the Securities in the Accounts to the extent necessary to obtain reimbursement. In this regard, the Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules and regulations as then in effectCustodian’s security interest.

Securing Repayment. In order to secure repayment of the Fund’s obligations to the CustodianCustodian relating to or arising under this Agreement, the Fund hereby pledges and grants to the Custodian and agrees the Custodian shall have to the maximum extent permitted by law, a continuing first lien and security interest in, and right of setoff against: (a) all of the Fund’s right, title and interest in and to all Accounts in the Fund’s name and the Securities, cash and other property now or hereafter held in such Accounts (including proceeds thereof) and (b) any other property at any time held by the Custodian for the Fund. The Custodian acknowledges and agrees that the property of any one Series is the property of only that Series and in no event shall any Series be liable for the obligations of any other Series; that any person executing this Agreement has executed it on behalf of the Fund and not individually, and that the obligations of the Fund arising out of this Agreement are not binding upon such person or the Fund’s shareholders individually, but binding upon the property and other assets of the Fund; that no shareholders, directors or officers of the Fund may be held personally liable or responsible for any obligations of the Fund arising out of this Agreement. The Fund represents, warrants and covenants that it owns the Securities in the Accounts free and clear of all liens, claims and security interests, and that the first lien and security interest granted herein shall be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any other party (other than specific liens granted preferred status by statute). Notwithstanding the foregoing, the Custodian hereby subordinates any such continuing lien and security interest in and to any Securities, cash and other property of the Fund held by in such Accounts (whether obtained by operation of law or contract), to the lien of any bank or other lending or financing institution of whatever nature (“Lender”) from which the Fund borrows money for investment (including through a derivative contract) or for temporary or emergency purposes using Securities held by the Custodian hereunder as collateral for such borrowings, provided however that when assets in excess of the amount of collateral required to be pledged by the Fund to any Lender (“Excess Assets”) are held in such Accounts, the Custodian shall have a priority security interest and right of setoff in such Excess Assets to secure any overdraft or indebtedness, provided that Custodian notifies the Lender and the Fund in writing prior to exercising any of its rights against such Excess Assets as provided in Section 5.5 below. The Fund shall take any additional steps required to assure the Custodian of such priority security interest, including notifying third parties or obtaining their consent. The Custodian shall be entitled to collect from the Accounts sufficient cash for reimbursement, and if such cash is insufficient, to, with ten (10) days’ prior written notice to the Fund (and any Lender, if applicable), sell the Securities in the Accounts to the extent necessary to obtain reimbursement. In this regard, the Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules and regulations as then in effect.

Securing Repayment. In order to secure repayment of the Fund’s obligations to the Custodian, the Fund hereby pledges and grants to the Custodian and agrees the Custodian shall have to the maximum extent permitted by law, a continuing first lien and security interest in, and right of setoff against: (a) all of the Fund’s right, title and interest in and to all Accounts in the Fund’s name and the Securities, cash and other property now or hereafter held in such Accounts (including proceeds thereof) and (b) any other property at any time held by the Custodian for the Fund. The Fund represents, warrants and covenants that it owns the Securities in the Accounts free and clear of all liens, claims and security interests, and that the lien and security interest granted herein shall be subject to no setoffs, counterclaims or other liens prior to or on a parity with it in favor of any other party (other than specific liens granted preferred status by statute). Notwithstanding the foregoing, the Custodian hereby subordinates any such continuing lien and security interest in and to any Securities, cash and other property of the Fund held by in such Accounts (whether obtained by operation of law or contract), to the lien of any bank or other lending or financing institution of whatever nature (“Lender”) from which the Fund borrows money for investment (including through a derivative contract) or for temporary or emergency purposes using Securities held by the Custodian hereunder as collateral for such borrowings, provided however that when assets in excess of the amount of collateral required to be pledged by the Fund to any Lender (“Excess Assets”) are held in such Accounts, the Custodian shall have a priority security interest and right of setoff in such Excess Assets to secure any overdraft or indebtedness, provided that Custodian notifies the Lender and the Fund in writing prior to exercising any of its rights against such Excess Assets as provided in Section 5.5 below. The Fund shall take any additional steps required to assure the Custodian of such security interest, including notifying third parties or obtaining their consent. The Custodian shall be entitled to collect from the Accounts sufficient cash for reimbursement, and if such cash is insufficient, to, with ten (10) days’ prior written notice to the Fund (and any Lender, if applicable), sell the Securities in the Accounts to the extent necessary to obtain reimbursement. In this regard, the Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules and regulations as then in effect.