Common use of Collateral Clause in Contracts

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “"securities intermediary” " within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the “Agent” or “Trustee”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, ▇▇▇▇▇▇ hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, ▇▇▇▇▇▇ agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Collateral deposited into the Custody Account must be allowable collateral as identified in Annex B to this Agreement. Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the will be deemed to have transferred Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “date Borrower treats such securities intermediary” within the meaning of the UCC.as having been borrowed 4.3 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Annex B to this Agreement, and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender ▇▇▇▇▇▇ shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender ▇▇▇▇▇▇ does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■⏹2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower▇▇▇▇▇▇▇▇’s obligations hereunder, Borrower ▇▇▇▇▇▇▇▇ shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender ▇▇▇▇▇▇ with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Agreement• 2 Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (( c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender hold for Lender’s benefit Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 4.2. The Collateral transferred held by Borrower to for Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition Lender will be deemed to have transferred Loaned Securities to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and therefore not subject to the rights and remedies given general possession or control requirements of Exchange Act rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books date Borrower 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 continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and records of Lender if it is a “securities intermediary” within the meaning of the UCCBorrower. 4.3 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer the hold Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on such day or, if such day is not a day on which a transfer behalf of such Collateral may be effected under Section 15, the next day on which such a transfer may be effectedLender. 4.4 4.4. If Borrower transfers holds Collateral to for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of release the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer hold Collateral to for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.,

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the “Agent” or “Trustee”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, Lender hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, Lender agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Collateral deposited into the Custody Account must be allowable collateral as identified in Annex B to this Agreement. Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the will be deemed to have transferred Loaned Securities by Lender to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Rule 15c3-3(b)(3) under the Exchange Act and which shall cease upon therefore not subject to the transfer general possession or control requirements of the Exchange Act Rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender on the date Borrower 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 continue to be borrowed by Borrower pursuant to Lender. In addition to the rights any hypothecation agreement between Lender and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Annex B to this Agreement, and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is The Collateral will be held by Borrower in a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCCsegregated account. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on such day day, or, if such day is not a day on which a transfer of such Collateral collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. security 4.3 It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.4 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 4.5 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 4.6 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 4.7 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “"securities intermediary” " within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations 's obligation hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable 2 - May 1993 - Master Securities Loan Agreement method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 Unless otherwise agreed, Borrower shallwill, prior to or concurrently with the transfer of the Loaned Securities Assets to Borrower, but in no case later than the Close of Business on the day date of such transferthe transfer of the Loaned Assets, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned SecuritiesDigital Assets. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall will be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. , and Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the CollateralCollateral and the account in which the Collateral is held, which shall will attach upon the transfer of the Loaned Securities Assets by Lender to Borrower and which shall will cease upon the transfer return of the entire Loaned Securities Assets by Borrower to Lender. Borrower and ▇▇▇▇▇▇ intend and agree that the Collateral is and shall at all times be considered "financial assets," and that Lending Service Provider as the holder of such assets pursuant to that certain agreement between Lending Service Provider and Borrower is and shall at all times be considered ▇▇▇▇▇▇▇▇'s "securities intermediary," as such terms are defined in Article 8 of the UCC. Moreover, Borrower and ▇▇▇▇▇▇ further agree that the only instructions or entitlement orders that shall be given to Lending Service Provider in regard to or in connection with the Collateral or the account in which the Collateral is held shall be given by Lender and that such instructions or entitlement orders may be followed by Lending Service Provider without notice to or consent from Borrower. ▇▇▇▇▇▇▇▇ further agrees not to (a) issue instructions to transfer all or any portion of the Collateral to another securities intermediary or any other party, (b) apply for asset withdrawal privileges, or (c) request or apply for any margin loan from Lending Service Provider secured by the Collateral. So long as this Agreement is in effect, Lending Service Provider shall provide Lender with statements of account with respect to the securities account in which the Collateral is held at such times and with such frequency as Lender may request. The foregoing notwithstanding, nothing herein shall impose or create any obligations or duties upon Lending Service Provider greater than or in addition to the customary and usual obligations and duties of Lending Service Provider to Borrower except and to the extent Lending Service Provider shall henceforth accept instructions in connection with the Collateral and the securities account in which the Collateral is held and except to the extent that Lending Service Provider has assumed such obligations and duties as expressly set forth in this Agreement. In addition to the rights and remedies given to Lender hereunder, Lender shall ▇▇▇▇▇▇ will have all the rights and remedies of a secured party under the UCC. It is understood that Lender An obligation to transfer Collateral under this Agreement may use or invest be satisfied by the CollateralLending Service Provider holding such Collateral for the benefit of the Lender, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of and an obligation to return Collateral may be accomplished satisfied by appropriate identification on the books Lending Service Provider releasing such Collateral to Borrower, provided such transfer or return is otherwise in accordance with Section 15. 4.3 Lending Service Provider hereby expressly acknowledges and records agrees to the terms and conditions herein. Without limiting the generality of Lender if it the foregoing, Lending Service Provider expressly agrees that the Collateral is a “securities intermediary” and at all times shall be treated as "financial assets" within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer and agrees to Lender of accept and act solely on instructions and entitlement orders with respect thereto and with respect to the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer account into which the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to deposited from Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to without further consent of Borrower. Through these provisions, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender Lending Service Provider (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, Borrower's securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (bintermediary) have a Market Value such that expressly agreed to treat the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities"financial assets. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender."

Collateral. 4.1 Unless otherwise agreed(i) Subject to sub-Clauses (B), (C) and (E) below the Borrower shall, prior undertakes to deliver Collateral to the Lender (or concurrently in accordance with the Lender’s instructions) TOGETHER WITH appropriate instruments of transfer duly stamped where necessary and such other instruments as may be requisite to vest title thereto in the Lender simultaneously with delivery of the Loaned borrowed Securities to Borrower, but and in any event no case later than the Close of Business on the day Settlement Date. Collateral may be provided in any of such transfer, transfer to Lender the forms specified in the Schedule hereto (as agreed between the Parties); (ii) where Collateral with a Market Value at least equal is delivered to the Margin Percentage Lender’s Nominee any obligation under this Agreement to redeliver or otherwise account for Equivalent Collateral shall be an obligation of the Market Value Lender notwithstanding that any such redelivery may be effected in any particular case by the Nominee. (B) Where CGO Collateral is provided to the Lender or its Nominee by member-to-member delivery or delivery-by-value in accordance with the provisions of the Loaned Securities. 4.2 The Collateral transferred by Borrower CGO Rules from time to Lendertime in force, as adjusted pursuant to Section 9, the obligation of the Lender shall be security for Borrower’s obligations to redeliver Equivalent Collateral through the CGO to the Borrower in accordance with this Agreement. Any references, (howsoever expressed) in this Agreement, the Rules, and/or any other agreement or communication between the Parties to an obligation to redeliver such Equivalent Collateral shall be construed accordingly. If the loan of Securities in respect of which such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien uponCollateral was provided has not been discharged when the Collateral is redelivered, the Collateral, Assured Payment obligation generated on such redelivery shall be deemed to constitute a payment of money which shall attach upon be treated as Cash Collateral until the loan is discharged, or further Equivalent Collateral is provided later during that Business Day. This procedure shall continue daily where CGO Collateral is delivered-by-value for as long as the relevant loan remains outstanding. (C) Where CGO Collateral or other collateral is provided by delivery-by-value to a Lender or its Nominee the Borrower may consolidate such Collateral with other Collateral provided by the same delivery to a third party for whom the Lender or its Nominee is acting. (D) Where Collateral is provided by delivery-by-value through an alternative book entry transfer system, not being the CGO, the obligation of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to redeliver Equivalent Collateral through such book entry transfer system in accordance with this Agreement. If the Table of Contents loan of Securities in respect of which such Collateral was provided has not been discharged when the Collateral (as adjusted pursuant to Section 9) to Borrower no later than is redelivered, any payment obligation generated within the Cutoff Time book entry transfer system on such day orredelivery shall be deemed to constitute a payment of money which shall be treated as Cash Collateral until the loan is discharged, if such day or further Equivalent Collateral is not a day on which a transfer provided later during that Business Day. This procedure shall continue when Collateral is delivered-by-value for as long as the relevant loan remains outstanding; (E) Where Cash Collateral is provided the sum of such Collateral money so deposited may be effected under Section 15adjusted in accordance with Clause 6(H). Subject to Clause 6(H)(ii), the next day on which such a transfer may Cash Collateral shall be effected. 4.4 If Borrower transfers Collateral to Lender, repaid at the same time as provided Equivalent Securities in Section 4.1respect of the Securities borrowed are redelivered, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return not assign, charge, dispose of or otherwise deal with its rights in respect of the Cash Collateral; and if Lender transfers Loaned . If the Borrower fails to comply with its obligations for such redelivery of Equivalent Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.1, the Lender shall have the absolute right to apply the return Cash Collateral by way of the Loaned Securitiesset-off in accordance with Clause 8. 4.5 (F) The Borrower may, upon reasonable notice may from time to Lender (taking into account all relevant factors, including industry practice, time call for the type repayment of Cash Collateral or the redelivery of Collateral equivalent to be substituted, and any Collateral delivered to the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan date on which the same would otherwise have been repayable or Loans and (b) have a Market Value such that redeliverable PROVIDED THAT at the aggregate Market Value time of such substituted repayment or redelivery the Borrower shall have delivered or delivers Alternative Collateral acceptable to the Lender. (i) Where Collateral (other than Cash Collateral) is delivered in respect of which any Income may become payable, together with all other the Borrower shall call for the redelivery of Collateral for Loans equivalent to such Collateral in good time to ensure that such Equivalent Collateral may be delivered prior to any such Income becoming payable to the Lender, unless in relation to such Collateral the Parties are satisfied before the relevant Collateral is transferred that no tax will be payable to the UK Inland Revenue under Schedule 23A of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇. At the time of such redelivery the Borrower shall deliver Alternative Collateral acceptable to the Lender. (ii) Where the Lender receives any Income in circumstances where the Parties are satisfied as set out in Clause 6(G)(i) above, then the Lender shall on the date on which the party substituting Lender receives such Collateral is acting Income or on such date as Borrowerthe Parties may from time to time agree, pay and deliver a sum of money or property equivalent to such Income (with any such endorsements or assignments as shall equal or exceed be customary and appropriate to effect the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior delivery) to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, and shall supply Appropriate Tax Vouchers (aif any) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to LenderBorrower.

Collateral. 4.1 Unless otherwise agreed3.1 Concurrently with the Delivery of the Loaned Securities, Borrower shall, prior shall Deliver to or concurrently with Lender Collateral in an amount equal to the transfer percentage of the market value of the Loaned Securities as agreed to Borrower, but in no case later by the parties (the "Margin Percentage") which shall be not less than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage 100% of the Market Value market value of the Loaned Securities. Collateral may be composed of cash delivered in the form of certified cheque or bank draft, Government of Canada Treasury debt obligations and such other securities as are agreed to pursuant to Section 2.1. 4.2 3.2 Lender shall from time to time permit the substitution by Borrower of such other securities as Lender may permit for the Collateral previously Delivered to Lender pursuant to this Agreement (herein called the "Substituted Collateral"). The Substituted Collateral shall be held by Lender for the same purpose and subject to the same terms and conditions as the original Collateral Delivered to Lender by Borrower. Borrower shall pay to Lender a substitution fee as agreed by the parties, in respect of each substitution of Collateral which substitution fee shall be paid on the next following date for the payment of fees due pursuant to Section 4 hereof. 3.3 The Collateral transferred Delivered by Borrower to Lender, as adjusted pursuant to Section 98 below, shall be security for all Borrower’s 's present and future obligations in respect of such Loan arising from this Agreement, and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, in and a lien upon, and pledges with and assigns to Lender the Collateral, which shall attach upon the transfer Delivery of the Loaned Securities by Collateral to Lender to Borrower and which shall cease upon the transfer Redelivery of the Loaned Securities by Borrower Collateral to LenderBorrower. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCPersonal Property Security Act (Ontario), as amended from time to time. It is understood that at its own risk, Lender may use or invest the Collateral, if such consists of cash, at and that Lender may pledge, repledge, hypothecate, rehypothecate, commingle with other collateral or its own riskassets, but the Collateral, if such consists of other than cash upon terms and conditions that (unless Lender is a Broker-Dealer) Lender shall, during do not impair the term Borrower's right to redeem the Collateral. Collateral consisting of securities shall be held in continuous segregation for the Borrower free and clear of any Loan hereundercharge, segregate Collateral from all securities lien, claim or encumbrance of any kind, other assets than as created in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning favour of the UCCLender by the Borrower by this Agreement, and the Lender shall not pledge, repledge, hypothecate, rehypothecate, commingle with other collateral or its own assets or use or deal with in any manner for its own account all or any of the Collateral consisting of securities except in accordance with the terms of this Agreement. 4.3 3.4 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to in Section 613 or 14 hereunder, Lender shall be obligated to transfer Redeliver the Collateral (as adjusted pursuant to Section 9) to Borrower no later than on termination of the Cutoff Time on such day or, if such day is not a day on which a transfer Loan and upon Redelivery to Lender of such Collateral may be effected under Section 15, the next day on which such a transfer may be effectedLoaned Securities. 4.4 If 3.5 If, on any Business Day, Borrower transfers Delivers the Collateral to Lender, as provided in Section 4.1for a Loan, and Lender does not transfer Deliver the Loaned Securities to Borrower, for the Loan as required hereunder Borrower shall have the absolute right to the return Redelivery of that Collateral and the CollateralLender shall hold that Collateral in trust for the Borrower until such Redelivery; and if if, on any Business Day, Lender transfers Delivers Loaned Securities to Borrower for a Loan and 2■2000 Master Securities Loan Agreement Borrower does not transfer Deliver Collateral to Lender for the Loan as provided in Section 4.13.1, Lender shall have the absolute right to the return Redelivery of the Loaned Securities. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, Securities and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral Borrower shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of hold the Loaned SecuritiesSecurities in trust for the Lender until such Redelivery. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s Borrowers obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, . which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, Sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower no later than the Cutoff Time on such day or, if it such day is not a day on which a transfer of such Collateral may be effected under Section 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; : and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; , provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it A is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the “Agent” or “Trustee”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, ▇▇▇▇▇▇ agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, ▇▇▇▇▇▇ agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lenderfor 4.3. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Annex B to this Agreement, and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed(i) Subject to sub-Clauses (B), (C) and (E) below the Borrower shall, prior undertakes to deliver Collateral to the Lender (or concurrently in accordance with the Lender’s instructions) TOGETHER WITH appropriate instruments of transfer duly stamped where necessary and such other instruments as may be requisite to vest title thereto in the Lender simultaneously with delivery of the Loaned borrowed Securities to Borrower, but and in any event no case later than the Close of Business on the day Settlement Date. Collateral may be provided in any of the forms specified in the Schedule hereto (as agreed between the Parties); (ii) where Collateral is delivered to the Lender’s Nominee any obligation under this Agreement to redeliver or otherwise account for Equivalent Collateral shall be an obligation of the Lender notwithstanding that any such redelivery may be effected in any particular case by the Nominee. (B) Where CGO Collateral is provided to the Lender or its Nominee by member-to-member delivery or delivery-by-value in accordance with the provisions of the CGO Rules from time to time in force, the obligation of the Lender shall be to redeliver Equivalent Collateral through the CGO to the Borrower in accordance with this Agreement. Any references, (howsoever expressed) in this Agreement, the Rules, and/or any other agreement or communication between the Parties to an obligation to redeliver such Equivalent Collateral shall be construed accordingly. If the loan of Securities in respect of which such Collateral was provided has not been discharged when the Collateral is redelivered, the Assured Payment obligation generated on such redelivery shall be deemed to constitute a payment of money which shall be treated as Cash Collateral until the loan is discharged, or further Equivalent Collateral is provided later during that Business Day. This procedure shall continue daily where CGO Collateral is delivered-by-value for as long as the relevant loan remains outstanding. (C) Where CGO Collateral or other collateral is provided by delivery-by-value to a Lender or its Nominee the Borrower may consolidate such Collateral with other Collateral provided by the same delivery to a third party for whom the Lender or its Nominee is acting. (D) Where Collateral is provided by delivery-by-value through an alternative book entry transfer system, not being the CGO, the obligation of the Lender shall be to redeliver Equivalent Collateral through such book entry transfer system in accordance with this Agreement. If the loan of Securities in respect of which such Collateral was provided has not been discharged when the Collateral is redelivered, any payment obligation generated within the book entry transfer system on such redelivery shall be deemed to constitute a payment of money which shall be treated as Cash Collateral until the loan is discharged, or further Equivalent Collateral is provided later during that Business Day. This procedure shall continue when Collateral is delivered-by-value for as long as the relevant loan remains outstanding; (E) Where Cash Collateral is provided the sum of money so deposited may be adjusted in accordance with Clause 6(H). Subject to Clause 6(H)(ii), the Cash Collateral shall be repaid at the same time as Equivalent Securities in respect of the Securities borrowed are redelivered, and the Borrower shall not assign, charge, dispose of or otherwise deal with its rights in respect of the Cash Collateral. If the Borrower fails to comply with its obligations for such redelivery of Equivalent Securities the Lender shall have the right to apply the Cash Collateral by way of set-off in accordance with Clause 8. (F) The Borrower may from time to time call for the repayment of Cash Collateral or the redelivery of Collateral equivalent to any Collateral delivered to the Lender prior to the date on which the same would otherwise have been repayable or redeliverable PROVIDED THAT at the time of such transferrepayment or redelivery the Borrower shall have delivered or delivers Alternative Collateral acceptable to the Lender. (i) Where Collateral (other than Cash Collateral) is delivered in respect of which any Income may become payable, transfer the Borrower shall call for the redelivery of Collateral equivalent to such Collateral in good time to ensure that such Equivalent Collateral may be delivered prior to any such Income becoming payable to the Lender, unless in relation to such Collateral the Parties are satisfied before the relevant Collateral is transferred that no tax will be payable to the UK Inland Revenue under Schedule 23A of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇. At the time of such redelivery the Borrower shall deliver Alternative Collateral acceptable to the Lender. (ii) Where the Lender receives any Income in circumstances where the Parties are satisfied as set out in Clause 6(G)(i) above, then the Lender shall on the date on which the Lender receives such Income or on such date as the Parties may from time to time agree, pay and deliver a sum of money or property equivalent to such Income (with any such endorsements or assignments as shall be customary and appropriate to effect the delivery) to the Borrower and shall supply Appropriate Tax Vouchers (if any) to the Borrower. (H) Unless the Schedule to this Agreement indicates that Clause 6(I) shall apply in lieu of this Clause 6(H), or unless otherwise agreed between the Parties, the Value of the Collateral delivered to or deposited with a Market the Lender or its nominated bank or depositary (excluding any Collateral repaid or redelivered under sub-Clauses (H)(ii) or (I)(ii) below (as the case may be) (“Posted Collateral”)) in respect of any loan of Securities shall bear from day to day and at any time the same proportion to the Value of the Securities borrowed under such loan as the Posted Collateral bore at least the commencement of such loan. Accordingly: (i) the Value of the Posted Collateral to be delivered or deposited while the loan of Securities continues shall be equal to the Margin Percentage of the Market Value of the Loaned Securities.borrowed Securities and the Margin applicable thereto (the “Required Collateral Value”); 4.2 The (ii) if on any Business Day the Value of the Posted Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of any loan of Securities exceeds the Required Collateral Value in respect of such Loan loan, the Lender shall (on demand) repay such Cash Collateral and/or redeliver to the Borrower such Equivalent Collateral as will eliminate the excess; and (iii) if on any Business Day the Value of the Posted Collateral falls below the Required Collateral Value, the Borrower shall (on demand) provide such further Collateral to the Lender as will eliminate the deficiency. (I) Subject to Clause 6(J), unless the Schedule to this Agreement indicates that Clause 6(H) shall apply in lieu of this Clause 6(I), or unless otherwise agreed between the Parties:- (i) the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement shall equal the aggregate of the Required Collateral Values in respect of such loans; (ii) if at any time the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement exceeds the aggregate of the Required Collateral Values in respect of such loans, the Lender shall (on demand) repay such Cash Collateral and/or redeliver to the Borrower such Equivalent Collateral as will eliminate the excess; (iii) if at any time the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement falls below the aggregate of Required Collateral Values in respect of all such loans, the Borrower shall (on demand) provide such further Collateral to the Lender as will eliminate the deficiency. (J) Where Clause 6(I) applies, unless the Schedule to this Agreement indicates that this Clause 6(J) does not apply, if a Party (the “first Party”) would, but for this Clause 6(J), be required under Clause 6(I) to repay Cash Collateral, redeliver Equivalent Securities or provide further Collateral in circumstances where the other Party (the “second Party”) would, but for this Clause 6(J), also be required to repay Cash Collateral or provide or redeliver Equivalent Collateral under Clause 6(I), then the Value of the Cash Collateral or Equivalent Collateral deliverable by the first Party (“X”) shall be set-off against the Value of the Cash Collateral, or Equivalent Collateral or further Collateral deliverable by the second Party (“Y”) and for any other obligations the only obligation of Borrower the Parties under Clause 6(I) shall be, where X exceeds Y, an obligation of the first Party, or where Y exceeds X, an obligation of the second Party, to Lender hereunder. Borrower hereby pledges withrepay Cash Collateral, assigns toredeliver Equivalent Collateral or to deliver further Collateral having a Value equal to the difference between X and Y. (K) Where Cash Collateral is repaid, Equivalent Collateral is redelivered or further Collateral is provided by a Party under Clause 6(I), the Parties shall agree to which loan or loans of Securities such repayment, redelivery or further provision is to be attributed and failing agreement it shall be attributed, as determined by the Party making such repayment, redelivery or further provision to the earliest outstanding loan and, in the case of a repayment or redelivery up to the point at which the Value of Collateral in respect of such loan is reduced to zero and, in the case of a further provision up to the point at which the Value of the Collateral in respect of such loan equals the Required Collateral Value in respect of such loan, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition then to the rights next earliest outstanding loan up to the similar point and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCCso on. 4.3 Except as otherwise provided herein, upon transfer (L) Where any Cash Collateral falls to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of repaid or Equivalent Collateral to be substitutedredelivered or further Collateral to be provided under this Clause 6, and it shall be delivered within the applicable method minimum period after demand specified in the Schedule or if no appropriate period is there specified within the standard settlement time for delivery of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only the relevant type of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Cash Collateral, together with all other Equivalent Collateral for Loans in which or Collateral, as the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securitiescase may be. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 Borrower shall be deemed to have transferred Collateral to Lender by crediting ▇▇▇▇▇▇’s account carried by Borrower with Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition .▇▇▇▇▇▇ will be deemed to have transferred Loaned Securities to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and therefore not subject to the rights and remedies given general possession to control requirements of Exchange Act rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender hereunderon the date Borrower 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 shall have all the rights or continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and remedies of a secured party under the UCC. Borrower. 4.3 It is understood that Lender may use use, lend or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.4 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer, and hereby authorizes Borrower to effect the transfer of, the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 4.5 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer nottransfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of returnof the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 4.6 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as actingas Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned theLoaned Securities. 4.6 4.7 In the event Borrower and ▇▇▇▇▇▇ agree to a Loan of Securities collateralized by a Letter of Credit, in order to enable the Issuing Bank to identify ▇▇▇▇▇▇ and issue the Letter of Credit in favor of ▇▇▇▇▇▇, ▇▇▇▇▇▇ hereby agrees that Borrower may provide information in its possession concerning ▇▇▇▇▇▇’s identity to the Issuing Bank. Prior to the expiration of any letter of credit supporting Borrower▇▇▇▇▇▇▇▇’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer (a) Payment of the Loaned Securities Notes will be secured by the first liens and first security interests created or described in the following (the “Security Documents”): (i) Security Agreements (collectively the “Security Agreements”) of even date, executed by Borrowers, respectively, in favor of Lender, and covering all assets of Borrowers (collectively the “Collateral”); and (ii) all other security documents now or hereafter executed in connection with this Loan Agreement. If requested by Lender, Borrowers will execute in favor of Lender security agreements, financing statements, assignments, or amendments, in Proper Form (as defined below), necessary or desirable to evidence or perfect the liens and security interests of Lender in the Collateral. Borrowers further agree to deliver Landlord’s Waivers in Proper Form, as reasonably requested by Lender from time to time, signed by the landlords of any real property leased by Borrowers upon which the Collateral is now or hereafter located. (b) Payment of the Notes owed by each of the Borrowers will be guaranteed by the other Borrower pursuant to Guaranties of even date herewith, executed by Borrowers, respectively, in favor of Lender; and payment of the Notes will also be contingently guaranteed by each of the Guarantors pursuant to Guaranties of even date herewith, executed by each of the Guarantors in favor of Lender. The Guaranties now or hereafter signed by Borrowers and Guarantors, and all replacements for those Guaranties, as amended, shall be collectively called the “Guaranties.” The liability of the Guarantors under the Guaranties shall only be triggered if there is an Event of Default (as defined below), which is not cured on or before the end of any notice, cure, or grace period required under this Loan Agreement. Once triggered, the liability of each of the Guarantors shall be limited to the amounts stated in Schedule 1, and the Guaranties shall remain valid and subsisting, even if the Event of Default is later cured, until otherwise UROLOGY ASSOCIATES OF NORTH TEXAS, L.L.P., et al November 7, 2008 agreed in writing by Lender. So long as there is no existing Event of Default, Lender will consider Borrower’s written request to release one or more of the Guarantors, who have transferred their ownership interest in Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with so long as (1) Borrower proposes a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower replacement guarantor reasonably acceptable to Lender, as adjusted pursuant and that replacement guarantor signs and delivers a limited guaranty in Proper Form, or (2) Borrower proposes the increase of the liability limits of one or more of the Guarantors to Section 9replace the released Guarantors, shall and the affected Guarantors sign and deliver an amendment in Proper Form evidencing such increase. Any release of a Guarantor, replacement of a Guarantor, or increase of the Guarantors’ liability limits is subject to appropriate credit approval by Lender. (c) Unless a security interest would be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower prohibited by law or would render a nontaxable account taxable, Borrowers grant to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority contractual possessory security interest in, and hereby assigns and transfers to Lender all Borrowers’ rights in any deposits or accounts now or hereafter maintained with Lender (whether checking, savings, or any other account), excluding, however, accounts maintained by Borrowers, or either of them, at Lender for the purpose of revenue distribution to third parties entitled to those revenues and any other accounts held by Borrowers for the benefit of a lien uponthird party. Borrowers authorize Lender, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given extent permitted by applicable law, to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use charge or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of setoff any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification sums owing on the books Loans against any and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on all such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, deposits and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loansaccounts; provided, however, that Lender shall not exercise any setoff under this Subsection (c) unless there is an existing Event of Default; and Lender shall be entitled to exercise the rights of offset and banker’s lien against all such substituted Collateral shall (a) consist only of cash, securities or accounts and other property that Borrower and or assets of Borrowers with or in the possession of Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage extent of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the full amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to LenderLoans.

Collateral. 4.1 Unless otherwise agreed, Borrower CF shall, prior to or concurrently with the transfer of the Loaned Securities to BorrowerCF, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities, by depositing the Collateral into Lender's Custody Account. 4.2 The Collateral transferred by Borrower CF to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s CF's obligations in respect of such Loan and for any other obligations of Borrower CF to Lender hereunder. Borrower CF hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower CF and which shall cease upon the transfer of the Loaned Securities by Borrower CF to Lender. In addition Notwithstanding Section 3.1, Lender will be deemed to have transferred Loaned Securities to CF on the date CF treats such securities as having been borrowed pursuant to Exchange Act Rule 15c3-3(b)(3) and therefore not subject to the rights and remedies given general possession or control requirements of Exchange Act Rule 15c3-3(b). CF will be deemed to have transferred Loaned Securities to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records date CF treats such securities as customer securities in Lender’s Brokerage Account subject to the general possession or control requirements of Lender if it is a “securities intermediary” within the meaning of the UCCExchange Act Rule 15c3-3(b), without giving effect to Exchange Act Rule 15c3-3(b)(3). 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer, and hereby authorizes CF to effect the transfer of, the Collateral (as adjusted pursuant to Section 9) to Borrower CF 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower CF transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to BorrowerCF, Borrower CF shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower CF and 2■2000 Master Securities Loan Agreement Borrower CF 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. 4.5 Borrower CF may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans cash and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerLoans, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior Upon the occurrence of a Default under Section 12 entitling Lender to the expiration of any letter of credit supporting Borrower’s obligations terminate all Loans hereunder, Borrower shallLender shall have the right, no later than in addition to any other remedies provided herein, to apply the Extension Deadline, (a) obtain an extension Collateral against the payment of the expiration of purchase price for such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal Replacement Shares purchased pursuant to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to LenderSection 13.

Collateral. 4.1 Unless otherwise agreed, (a) Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transferClosing Date, transfer to Lender Collateral Agent, for deposit to the Collateral Account, Eligible Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned SecuritiesShares as of the Closing Date. 4.2 The (b) Any Eligible Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, deposited into the Collateral Account shall be security for Borrower’s obligations in respect of such Loan the Loaned Shares and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges withpledges, collaterally assigns to, and grants to Collateral Agent for the benefit of Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Shares by Lender to Borrower and which shall cease upon the transfer of any such Collateral to Borrower in accordance with the Loaned Securities by Borrower to Lenderterms of this Agreement. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Notwithstanding anything to the contrary herein, Lender may not use or invest the Collateral and Collateral Agent shall take no instruction from Lender regarding the use or investment of Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets except as set forth in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCCSection 11. 4.3 Except as otherwise provided herein, upon (c) Following the transfer to Lender of the Loaned Securities on the day a Loan is terminated Shares pursuant to Section 65, Collateral Agent shall release to Borrower Collateral with a Market Value equal to the Market Value of the Loaned Shares so transferred but only to the extent that immediately following such transfer of Collateral, no Collateral Deficit would exist; provided that in the case of (x) a transfer to Lender shall be obligated of all outstanding Loaned Shares, (y) payment in full of Replacement Cash to transfer the Collateral (as adjusted Lender pursuant to Section 911(b) or (z) satisfaction of all Borrower’s obligations hereunder as a result of the purchase of Replacement Shares pursuant to Borrower Section 11(d), Collateral Agent shall release all of the Collateral to Borrower. Such transfer of Collateral shall be made no later than the Cutoff Time on such the day orthe Loaned Shares are transferred, or if such day is not a day on which a transfer of such Collateral may be effected under Section 1513, or if the transfer of Loaned Shares by Lender to Borrower occurs after the Cutoff Time on such day, then in each case the next day on which such a transfer may be effected. 4.4 (d) If Borrower transfers Collateral to LenderCollateral Agent, as provided in this Section 4.13, and Lender does not transfer the Loaned Securities Shares to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities Shares to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender Collateral Agent as provided in this Section 4.13, Lender shall have the absolute right to the return of the Loaned SecuritiesShares. 4.5 (e) Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of and Collateral to be substituted, and the applicable method of transfer)Agent, substitute Eligible Collateral for Collateral securing any Loan or Loansthe Loan; provided, however, provided that such substituted Eligible Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Eligible Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerCollateral, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned SecuritiesShares as of the date of such substitution. 4.6 Prior (f) Lender hereby appoints Collateral Agent to act as its agent for purposes of holding Collateral hereunder and otherwise complying with the expiration of any letter of credit supporting Borrower’s terms hereof. Collateral Agent accepts such appointment; provided that Collateral Agent shall have no duties or obligations hereunder, Borrower shall, no later than except those expressly set forth herein. Without limiting the Extension Deadline, (a) obtain an extension generality of the expiration foregoing, Collateral Agent shall not be subject to any fiduciary or other implied duties. Collateral Agent shall have no liability for any action taken or omitted to be taken in accordance with the terms of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lenderthis Agreement.

Collateral. 4.1 Unless otherwise agreed(i) Subject to sub-Clauses (B), (C) and (E) below the Borrower shall, prior undertakes to deliver Collateral to the Lender (or concurrently in accordance with the Lender’s instructions) TOGETHER WITH appropriate instruments of transfer duly stamped where necessary and such other instruments as may be requisite to vest title thereto in the Lender simultaneously with delivery of the Loaned borrowed Securities to Borrower, but and in any event no case later than the Close of Business on the day Settlement Date. Collateral may be provided in any of the forms specified in the Schedule hereto (as agreed between the Parties); (ii) where Collateral is delivered to the Lender’s Nominee any obligation under this Agreement to redeliver or otherwise account for Equivalent Collateral shall be an obligation of the Lender notwithstanding that any such redelivery may be effected in any particular case by the Nominee. (B) Where CGO Collateral is provided to the Lender or its Nominee by member-to-member delivery or delivery-by-value in accordance with the provisions of the CGO Rules from time to time in force, the obligation of the Lender shall be to redeliver Equivalent Collateral through the CGO to the Borrower in accordance with this Agreement. Any references, (howsoever expressed) in this Agreement, the Rules, and/or any other agreement or communication between the Parties to an obligation to redeliver such Equivalent Collateral shall be construed accordingly. If the loan of Securities in respect of which such Collateral was provided has not been discharged when the Collateral is redelivered, the Assured Payment obligation generated on such redelivery shall be deemed to constitute a payment of money which shall be treated as Cash Collateral until the loan is discharged, or further Equivalent Collateral is provided later during that Business Day. This procedure shall continue daily where CGO Collateral is delivered-by-value for as long as the relevant loan remains outstanding. (C) Where CGO Collateral or other collateral is provided by delivery-by-value to a Lender or its Nominee the Borrower may consolidate such Collateral with other Collateral provided by the same delivery to a third party for whom the Lender or its Nominee is acting. (D) Where Collateral is provided by delivery-by-value through an alternative book entry transfer system, not being the CGO, the obligation of the Lender shall be to redeliver Equivalent Collateral through such book entry transfer system in accordance with this Agreement. If the loan of Securities in respect of which such Collateral was provided has not been discharged when the Collateral is redelivered, any payment obligation generated within the book entry transfer system on such redelivery shall be deemed to constitute a payment of money which shall be treated as Cash Collateral until the loan is discharged, or further Equivalent Collateral is provided later during that Business Day. This procedure shall continue when Collateral is delivered-by-value for as long as the relevant loan remains outstanding; (E) Where Cash Collateral is provided the sum of money so deposited may be adjusted in accordance with Clause 6(H). Subject to Clause 6(H)(ii), the Cash Collateral shall be repaid at the same time as Equivalent Securities in respect of the Securities borrowed are redelivered, and the Borrower shall not assign, charge, dispose of or otherwise deal with its rights in respect of the Cash Collateral. If the Borrower fails to comply with its obligations for such redelivery of Equivalent Securities the Lender shall have the right to apply the Cash Collateral by way of set-off in accordance with Clause 8. (F) The Borrower may from time to time call for the repayment of Cash Collateral or the redelivery of Collateral equivalent to any Collateral delivered to the Lender prior to the date on which the same would otherwise have been repayable or redeliverable PROVIDED THAT at the time of such transferrepayment or redelivery the Borrower shall have delivered or delivers Alternative Collateral acceptable to the Lender. (i) Where Collateral (other than Cash Collateral) is delivered in respect of which any Income may become payable, transfer the Borrower shall call for the redelivery of Collateral equivalent to such Collateral in good time to ensure that such Equivalent Collateral may be delivered prior to any such Income becoming payable to the Lender, unless in relation to such Collateral the Parties are satisfied before the relevant Collateral is transferred that no tax will be payable to the UK Inland Revenue under Schedule 23A of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇. At the time of such redelivery the Borrower shall deliver Alternative Collateral acceptable to the Lender. (ii) Where the Lender receives any Income in circumstances where the Parties are satisfied as set out in Clause 6(G)(i) above, then the Lender shall on the date on which the Lender receives such Income or on such date as the Parties may from time to time agree, pay and deliver a sum of money or property equivalent to such Income (with any such endorsements or assignments as shall be customary and appropriate to effect the delivery) to the Borrower and shall supply Appropriate Tax Vouchers (if any) to the Borrower. (H) Unless the Schedule to this Agreement indicates that Clause 6(I) shall apply in lieu of this Clause 6(H), or unless otherwise agreed between the Parties, the Value of the Collateral delivered to or deposited with a Market the Lender or its nominated bank or depositary (excluding any Collateral repaid or redelivered under sub-Clauses (H)(ii) or (I)(ii) below (as the case may be) (“ Posted Collateral”)) in respect of any loan of Securities shall bear from day to day and at any time the same proportion to the Value of the Securities borrowed under such loan as the Posted Collateral bore at least the commencement of such loan. Accordingly: (i) the Value of the Posted Collateral to be delivered or deposited while the loan of Securities continues shall be equal to the Margin Percentage of the Market Value of the Loaned Securities.borrowed Securities and the Margin applicable thereto (the “Required Collateral Value”); 4.2 The (ii) if on any Business Day the Value of the Posted Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of any loan of Securities exceeds the Required Collateral Value in respect of such Loan loan, the Lender shall (on demand) repay such Cash Collateral and/or redeliver to the Borrower such Equivalent Collateral as will eliminate the excess; and (iii) if on any Business Day the Value of the Posted Collateral falls below the Required Collateral Value, the Borrower shall (on demand) provide such further Collateral to the Lender as will eliminate the deficiency. (I) Subject to Clause 6(J), unless the Schedule to this Agreement indicates that Clause 6(H) shall apply in lieu of this Clause 6(I), or unless otherwise agreed between the Parties:- (i) the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement shall equal the aggregate of the Required Collateral Values in respect of such loans; (ii) if at any time the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement exceeds the aggregate of the Required Collateral Values in respect of such loans, the Lender shall (on demand) repay such Cash Collateral and/or redeliver to the Borrower such Equivalent Collateral as will eliminate the excess; (iii) if at any time the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement falls below the aggregate of Required Collateral Values in respect of all such loans, the Borrower shall (on demand) provide such further Collateral to the Lender as will eliminate the deficiency. (J) Where Clause 6(I) applies, unless the Schedule to this Agreement indicates that this Clause 6(J) does not apply, if a Party (the “first Party”) would, but for this Clause 6(J), be required under Clause 6(I) to repay Cash Collateral, redeliver Equivalent Securities or provide further Collateral in circumstances where the other Party (the “second Party”) would, but for this Clause 6(J), also be required to repay Cash Collateral or provide or redeliver Equivalent Collateral under Clause 6(I), then the Value of the Cash Collateral or Equivalent Collateral deliverable by the first Party (“X”) shall be set-off against the Value of the Cash Collateral, or Equivalent Collateral or further Collateral deliverable by the second Party (“Y”) and for any other obligations the only obligation of Borrower the Parties under Clause 6(I) shall be, where X exceeds Y, an obligation of the first Party, or where Y exceeds X, an obligation of the second Party, to Lender hereunder. Borrower hereby pledges withrepay Cash Collateral, assigns toredeliver Equivalent Collateral or to deliver further Collateral having a Value equal to the difference between X and Y. (K) Where Cash Collateral is repaid, Equivalent Collateral is redelivered or further Collateral is provided by a Party under Clause 6(I), the Parties shall agree to which loan or loans of Securities such repayment, redelivery or further provision is to be attributed and failing agreement it shall be attributed, as determined by the Party making such repayment, redelivery or further provision to the earliest outstanding loan and, in the case of a repayment or redelivery up to the point at which the Value of Collateral in respect of such loan is reduced to zero and, in the case of a further provision up to the point at which the Value of the Collateral in respect of such loan equals the Required Collateral Value in respect of such loan, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition then to the rights next earliest outstanding loan up to the similar point and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCCso on. 4.3 Except as otherwise provided herein, upon transfer (L) Where any Cash Collateral falls to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of repaid or Equivalent Collateral to be substitutedredelivered or further Collateral to be provided under this Clause 6, and it shall be delivered within the applicable method minimum period after demand specified in the Schedule or if no appropriate period is there specified within the standard settlement time for delivery of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only the relevant type of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Cash Collateral, together with all other Equivalent Collateral for Loans in which or Collateral, as the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securitiescase may be. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreedOn receipt of the Securities, Borrower shall, prior shall deliver to or concurrently with the transfer of the Loaned Securities to Borrower, but in Lender no case later than the Close close of Business the same business day (as defined in paragraph 20 hereof) collateral in an amount equal to at least 102% of the market value of the Securities and which consists of cash, and/or securities issued or guaranteed by the United States government or its agencies or instrumentalities. (The amount of any such cash or other collateral plus the aggregate of all additional amounts deposited by Borrower with Lender pursuant to paragraph 4 hereof and invested by the Lender pursuant to paragraph 7 hereof and less the aggregate of all amounts released by Lender pursuant to paragraph 4 hereof are called the “Collateral”). The market value of the Securities (including Government Securities and Debt Securities, as defined below) and of any securities accepted by the Lender as Collateral shall be determined on the day basis of the last reported sales prices on the principal national securities exchange on which the Securities or such transfersecurities accepted as Collateral are traded or, transfer if not so traded, as reasonably determined by Lender. However, if the Securities are securities which are issued or guaranteed by the United States government or its agencies (“Government Securities”) or are debt obligations of corporations, including bonds, debentures, notes, certificates or other evidence of indebtedness (“Debt Securities”), Borrower shall deliver Collateral in an amount equal to Lender Collateral with a Market Value at least equal to the Margin Percentage 102% of the Market Value market value of the Loaned Government Securities or Debt Securities plus the interest accrued on such Securities. 4.2 . The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other secure all obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender Lender, in addition to all its other rights with respect thereto under this Agreement shall have a continuing first priority security interest in, in and a lien upon, or title to, the Collateral, which Collateral and shall attach upon the transfer have a right of the Loaned Securities by Lender set-off with respect to Borrower and which shall cease upon the transfer all obligations of the Loaned Securities by Borrower to LenderLender whether arising under this Agreement or otherwise. In addition Borrower represents and warrants that it has the unqualified right to sell, transfer, assign or pledge the rights collateral which will become Collateral and remedies given that such collateral, upon delivery to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term will be free of any Loan hereunderlien, segregate Collateral from all securities claim or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCCencumbrance. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations obligation hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned SecuritiesSecurities agreed to by Borrower and Lender (which shall be 102% of the market value of the Loaned Securiies for domestic securities and 105% of the market value of the Loaned Securities for international securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, re-pledge, hypothecate, re-hypothecate, lend, re-lend, sell or otherwise transfer the Collateral, or re- register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “"securities intermediary” " within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.and

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the “Agent” or “Trustee”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, ▇▇▇▇▇▇ hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, ▇▇▇▇▇▇ agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Collateral deposited into the Custody Account must be allowable collateral as identified in Annex B to this Agreement. Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the will be deemed to have transferred Loaned Securities by Lender to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Rule 15c3-3(b)(3) under the Exchange Act and which shall cease upon therefore not subject to the transfer general possession or control requirements of the Exchange Act Rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender on the date Borrower 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 continue to be borrowed by Borrower pursuant to Lender. In addition to the rights any hypothecation agreement between Lender and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender ▇▇▇▇▇▇ agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateralas set out in Annex B to this Agreement, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.and

Collateral. 4.1 Unless otherwise agreedA. To secure the payment, observance and performance of Loan 1, Borrower shall, prior shall grant Lender Security Interests in and upon the Collateral to or concurrently achieve the following requirements: 1. A first priority perfected lien on the Real Estate Security and improvements thereon. In connection with the transfer execution and delivery of the Loaned Securities Mortgage, Borrower will secure the delivery of a Title Commitment agreeing to Borrower, but insure that the Real Estate Security will be owned by Borrower free and clear of all liens and encumbrances other than the Permitted Encumbrances and proposing to insure the lien of the Mortgage as a first Mortgage lien in an amount not less than Five Hundred Forty Six Thousand and 00/100 ($546,000.00) Dollars. The original Title Policy shall be delivered to Lender no case later than 60 days following Closing of Loan 1. 2. A first priority perfected security interest in Personal Property of Borrower. In connection with the Close of Business on security interests pledged in the day Personal Property, Borrower shall execute and deliver to Lender a Security Agreement and authorize the filing of such transferFinancing Statements, transfer as required by Lender, to be recorded in the Public Records of ▇▇▇ County and with the Secured Transaction Registry for the State of Florida, as Lender Collateral with a Market Value at least equal to deems appropriate. B. All the Margin Percentage Collateral, shall secure payment of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to LenderNotes and all extensions and renewals thereof and all other Indebtedness, as adjusted pursuant to Section 9whether primary, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations secondary, direct, contingent, joint or several of Borrower to Lender hereunder. Borrower hereby pledges with, assigns tonow in existence, and grants Lender a continuing first priority security interest in, shall also secure any and a lien upon, all such future notes and other loans as may be made at the Collateral, which shall attach upon the transfer option of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities as well as all obligations incurred by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use any Rate Management Agreement or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that agreement between Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal any Lender affiliate now existing or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securitieshereafter entered into. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed(a) Borrower hereby grants Lender, Borrower shall, prior to or concurrently with secure the transfer payment and performance in full of the Loaned Securities to BorrowerObligations, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien uponpledges to Lender, the Collateral, which wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower agrees that it is the intent of Borrower and Lender to have all Obligations secured by a perfected security interest in the Collateral granted herein. (b) Borrower represents and warrants that the security interest granted herein shall attach upon at all times continue to be a perfected security interest in the Collateral prior to all other security interests in the Collateral other than the Senior Lien. Borrower has good title to, rights in, and the power to transfer each item of the Loaned Securities Collateral upon which it purports to ▇▇▇▇▇ ▇ ▇▇▇▇ hereunder. (c) Borrower hereby authorizes Lender to file financing statements, without notice to Borrower, with all jurisdictions deemed necessary or appropriate by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to perfect or protect Lender. In addition to the ’s interest or rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies including a notice that any disposition of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if by either Borrower or any other Person, shall be deemed to violate the rights of Lender under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect. (d) Borrower shall execute any further instruments and take such consists further action as Lender reasonably requests to perfect, protect, ensure the priority of or continue Lender’s Lien on the Collateral or to effect the purposes of this Note. (e) If this Note is terminated, Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations), at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunderat Borrower’s sole cost and expense, segregate Collateral from all securities or other assets in terminate its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) security interest in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender all rights therein shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities revert to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower ETS shall, prior to or concurrently with the transfer of the Loaned Securities to BorrowerETS, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage (as defined herein) of the Market Value of the Loaned Securities, by crediting Lender’s account carried by ETS with the Collateral; such collateral will in turn be automatically swept into a deposit account at one or more banks (collectively, the “Banks”). 4.2 The Collateral transferred by Borrower ETS to Lender, as adjusted pursuant to Section 910, shall be security for BorrowerETS’s obligations in respect of such Loan and for any other obligations of Borrower ETS to Lender hereunder. Borrower ETS hereby pledges with, assigns to, and grants Collateral Agent for the benefit of Lender a continuing first first-priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower ETS and which shall cease upon the transfer of the Loaned Securities by Borrower ETS to Lender. In addition to the rights and remedies given to Lender hereunderCollateral Agent for the benefit of Lender, Collateral Agent on behalf of Lender shall have all the rights and remedies of a secured party under the UCC. It ▇▇▇▇▇▇ understands and agrees that the Collateral swept to the Banks will be deposited into one or more accounts which also contain collateral pledged for securities loans made between ETS and other lenders of securities to ETS and that the Collateral in such account is understood that allocated to Lender may use or invest in accordance with the Collateral, if such consists calculations contained in Section 10 of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possessionthis Agreement. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may ▇▇▇▇▇▇ will be accomplished by appropriate identification deemed to have transferred Loaned Securities to ETS on the books date ETS treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and records therefore not subject to the general possession or control requirements of Exchange Act rule 15c3-3(b). ETS will be deemed to have transferred Loaned Securities to Lender if it is a “on the date ETS treats such securities intermediary” within as customer securities subject to the meaning general possession or control requirements of the UCCExchange 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 continue to be borrowed by ETS pursuant to any rehypothecation agreement between Lender and ETS. 4.3 Except as otherwise provided herein, upon the transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 67, Lender shall be obligated to transfer, and hereby authorizes ETS to effect the transfer of, the Collateral (as adjusted pursuant to Section 910) to Borrower ETS 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 1516, the next day on which such a transfer may be effected. 4.4 If Borrower ETS transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to BorrowerETS, Borrower ETS shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower ETS and 2■2000 Master Securities Loan Agreement Borrower ETS 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. 4.5 Borrower ETS may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; , provided, however, that such substituted Collateral shall (a) consist only of cash, securities securities, or other property that Borrower ETS and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerETS, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the “Agent” or “Trustee”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, Lender hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, Lender agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Collateral deposited into the Custody Account must be allowable collateral as identified in Annex B to this Agreement. Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the will be deemed to have transferred Loaned Securities by Lender to Borrower and which shall cease upon on the transfer of the Loaned Securities by date Borrower treats such securities as having been borrowed pursuant to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party Rule 15c3-3(b)(3) under the UCCExchange 4.3. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Annex B to this Agreement, and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently (A) Simultaneously with the transfer delivery of the Loaned borrowed Securities the Borrower shall deposit with the Lender a sum of money (the "Cash Collateral") by the creation of an Assured Payment obligation through the CGO, which sum shall equal the Value of the borrowed Securities. Subject to BorrowerClauses 6(C) and 6(H), but the Cash Collateral shall be repaid at the same time as Equivalent Securities in respect of the borrowed Securities are redelivered PROVIDED THAT when redelivery of Equivalent Securities is effected through the CGO, the Assured Payment obligation generated by such redelivery shall constitute a repayment of Cash Collateral. The Borrower shall not assign, charge, dispose of or otherwise deal with its rights in respect of the Cash Collateral. (B) Whenever redelivery of Equivalent Securities takes place the Lender shall either repay Cash Collateral or, to the extent that no further Cash Collateral remains on deposit with the Lender, or the Borrower otherwise agrees, shall redeliver Collateral equivalent to Alternative Collateral previously delivered to the Lender (and in respect of which the Lender has not previously redelivered Equivalent Collateral) in either case having a Value equal to the aggregate of the value of the Equivalent Securities being redelivered plus, in the case of Collateral equivalent to Alternative Collateral, the Margin applicable to such Alternative Collateral PROVIDED THAT when redelivery of Equivalent Securities is effected through the CGO the Assured Payment obligation generated by such redelivery shall constitute a repayment of Cash Collateral. (i) The Borrower may agree with the Lender to replace Cash Collateral with Alternative Collateral. In such circumstances, the Borrower shall deliver to the Lender (or in accordance with the Lender's instructions) Alternative Collateral TOGETHER WITH appropriate instruments of transfer duly stamped where necessary and such other instruments as may be requisite to vest title thereto in the Lender in simultaneous exchange for the Cash Collateral no later than the Close of Business on the day date of such transfer, transfer to replacement. Collateral may be provided in any of the forms in the Schedule hereto (as agreed between the Parties). Simultaneously with the delivery of the Alternative Collateral the Lender shall repay the appropriate amount of the Cash Collateral deposited in accordance with a Market Clause 6(A). The Value of the Alternative Collateral so delivered shall be at least equal to the Margin Percentage aggregate of the Market Value amount of the Loaned SecuritiesCash Collateral to be replaced and the Margin applicable to the relevant Alternative Collateral. 4.2 The (ii) If Alternative Collateral transferred by Borrower to Lenderis provided through the CGO the Assured Payment obligation generated upon its delivery shall constitute a repayment of Cash Collateral. Where Alternative Collateral is provided in any other form, as adjusted pursuant to Section 9, the repayment shall be security made outside the CGO system. (iii) Where Collateral is delivered to the Lender's Nominee any obligation under this Agreement to redeliver or otherwise account for Borrower’s obligations Equivalent Collateral shall be an obligation of the Lender notwithstanding that any such redelivery may be effected in any particular case by the Nominee PROVIDED THAT this sub-Clause shall not apply to any Collateral and/or Equivalent Collateral in the category described in paragraph 1(A) of the Schedule hereto ("CGO Collateral") which shall be governed by sub-Clause (D) below. (iv) References (howsoever expressed) in this Agreement, the Rules, CGO Rules and/or any other agreement or communication between the Parties to an obligation to redeliver or account for or act in relation to Collateral shall be construed as references to an obligation to redeliver or account for or act in relation to Equivalent Collateral. (D) Where CGO Collateral is provided to the Lender or its Nominee:- (i) if such CGO Collateral is provided by member-to-member delivery or delivery-by-value in accordance with the provisions of the CGO Rules from time to time in force, the obligation of the Lender to redeliver Equivalent Collateral in respect thereof shall be an obligation to redeliver Equivalent Collateral through the CGO to the Borrower in accordance with this Agreement. Any references (howsoever expressed) in this Agreement, the Rules, and/or any other agreement or communication between the Parties to an obligation to redeliver such Equivalent Collateral shall be construed accordingly. When Equivalent Collateral in respect of CGO Collateral is redelivered, the Assured Payment obligation generated on such Loan and redelivery shall be deemed to constitute a payment of money which shall be treated as Cash Collateral (ii) where CGO Collateral is provided by delivery-by-value to a Lender or its Nominee the Borrower may consolidate such Collateral with other CGO Collateral provided by the same delivery to a third party for whom the Lender or its Nominee is acting. (E) Where Collateral has been provided by any method other obligations of than by delivery-by-value the Borrower to Lender hereunder. Borrower hereby pledges with, assigns tomay call for the redelivery of, and grants in this event the Lender a continuing first priority security interest inshall redeliver, Equivalent Collateral PROVIDED THAT at the time of such redelivery, except as otherwise required in order to comply with Clauses 6(G) and a lien upon6(H), the Borrower delivers Alternative Collateral acceptable to the Lender. (i) Where Collateral (other than Cash Collateral) is delivered in respect of which any Income may become payable, which the Borrower shall attach upon call for the transfer redelivery of Collateral equivalent to such Collateral in good time to ensure that such Equivalent Collateral may be delivered prior to any such Income becoming payable to the Lender, unless in relation to such Collateral the Parties are satisfied before the relevant Collateral is transferred that no tax will be payable to the UK Inland Revenue under Schedule 23A or Section 737(1) of the Loaned Securities by Lender Income and Corporation Taxes ▇▇▇ ▇▇▇▇. At the time of such redelivery the Borrower shall except as otherwise required in order to Borrower comply with Clauses 6(G) and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition 6(H), deliver Alternative Collateral acceptable to the rights and remedies given to Lender. (ii) Where the Lender hereunder, Lender shall have all receives any Income in respect of Collateral in circumstances where the rights and remedies of a secured party under Parties are satisfied as set out in Clause 6(F)(i) above then the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of date on which the Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided hereinreceives such Income, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time or on such day orother date as the Parties may from time to time agree, if such day is not pay and deliver a day on which a transfer sum of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan money or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of such Income (with any such endorsements or assignments as shall be customary and appropriate to effect the letter delivery) to the Borrower and shall supply Appropriate Tax Vouchers (if any) to the Borrower. (G) The Parties shall ensure that the "Collateral Aggregate" (that is to say, the Value of credit for the aggregate amount of the Collateral delivered to or deposited with the Lender or its nominated bank or depositary by the Borrower (and in respect of which it the Lender has not previously redelivered Equivalent Collateral) less the Margin applicable to such Collateral) shall from day to day be equal to the "Borrowed Aggregate" (that is substitutedto say, the sum of the Value of the aggregate amount of the borrowed Securities then subject to a loan to the Borrower and the total sum of money lent to the Borrower pursuant to Clause 7 and not yet repaid). Accordingly, unless otherwise agreed between the Parties, if on any Business Day: (i) the Collateral Aggregate exceeds the Borrowed Aggregate, the Lender shall (on demand by the Borrower) repay such Cash Collateral or redeliver to the Borrower such Equivalent Collateral as is required to eliminate such excess; or (cii) transfer the Collateral Aggregate falls below the Borrowed Aggregate, the Borrower shall (on demand by the Lender) provide such other further Collateral to the Lender as may is required to eliminate such deficiency. Payment or redelivery of Equivalent Collateral or delivery of further Collateral shall be acceptable made as soon as practicable after demand and, where the relevant demand is made prior to Lender10.00am London time on a Business Day, no later than Close of Business on that day. Payments or repayments of Cash Collateral for the purposes of the above shall be made outside the CGO unless otherwise agreed between the Parties. (H) Where pursuant to the preceding provisions of this Clause 6 each of the Parties is required to deliver Equivalent Collateral or Collateral to the other, the Value of all the Equivalent Collateral and Collateral deliverable by one Party to the other shall be aggregated with and set off against the value of all the Equivalent Collateral and Collateral deliverable by the other Party and only Equivalent Collateral or Collateral having a Value equal to the difference shall be delivered by the Party with the obligation to deliver the greater aggregate Value of Equivalent Collateral and Collateral. (I) Where a TALISMAN short term certificate (as described in paragraph 1(C) of the Schedule) is provided by way of Collateral, the obligation to redeliver Equivalent Collateral shall be satisfied by the redelivery of the certificate to the Borrower or its expiry as provided for in the Rules applying to such certificates. (J) Where a Letter of Credit is provided by way of Collateral, the obligation to redeliver Equivalent Collateral shall be satisfied by the Lender redelivering for cancellation the Letter of Credit so provided or, where the Letter of Credit is provided in respect of more than one loan, by the Lender consenting to a reduction in the value of the Letter of Credit.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percent- age of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the “Margin Percentage”). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations obliga- tions of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies reme- dies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunderhereun- der, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower’s, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities financial intermediary” or a “clearing corpora- tion” within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; providedprovid- ed, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted substitut- ed Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Lender’s Account with Clearing Broker, Collateral with a Market Value or, in the case of bank letters of credit, a stated amount, at least equal to the Margin Applicable Percentage defined in Sections 4.2 and 4.3 below 4.2 In the case of U.S. Collateral, the Applicable Percentage shall be 100%; 4.3 In the case of Foreign Collateral, the Applicable Percentage shall be (1) 102% of the Market Value then market value of the Loaned Securities.securities lent as valued on a Recognized Securities Exchange or an Automated Trading System on which the securities are primarily traded if the Foreign Collateral posted is denominated in the same currency as the securities lent, or (2) 105% of the then market value of the securities lent as valued on a Recognized Securities Exchange or an Automated Trading System on which the securities are primarily traded if the Foreign Collateral posted is denominated in a different currency than the securities lent; 4.2 4.4 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender ▇▇▇▇▇▇ shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or Clearing Broker will invest the Collateral, if such consists of cash, at its own risk, but that (unless Collateral on ▇▇▇▇▇▇’s behalf and Lender is shall receive a Broker-Dealer) Lender loan fee as set forth in Section 5. Clearing Broker shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possessionthe Account. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.5 Except as otherwise provided herein, upon transfer to Lender Lender’s Account with Clearing Broker of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) from the Account to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 4.6 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities are transferred to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 4.7 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), may substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerLoaned Securities, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned SecuritiesApplicable Percentage. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percent­ age of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the “Margin Percentage”). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations obliga­ tions of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien uponupo n, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies reme­ dies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunderhereun­ der, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower’s, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities financial intermediary” or a “clearing corpora­ tion” within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return ret urn of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; providedprovid­ ed, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted substitut­ ed Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date s uch letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter le tter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; , and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable May 1993 Master Securities Loan Agreement 2 method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 A. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan indebtedness and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only shall be secured by: (a) if Lender is the lien of a Broker-Dealer or first mortgage covering the Real Estate, a first assignment of all rents and leases with respect to the Real Estate and a first assignment of agreements with respect to the Real Estate granted under the terms of two (b2) Mortgages executed by each Borrower as to its 10430483v4 4/11/2019 3:44 PM 1989.647 interest in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer Real Estate to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral even date herewith (such Mortgage(s) as adjusted pursuant to Section 9) to Borrower 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 15, modified or amended from time to time is hereinafter referred to collectively as the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer“Mortgage”), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter a first assignment of credit by providing Lender all rents and leases with a substitute letter of credit in an amount at least equal respect to the amount Real Estate and Improvements granted under the terms of two Assignments of Leases executed by Borrower as to its interest in the letter Real Estate to Lender of credit for which it even date herewith (such Assignment(s) as may be modified or amended from time to time is substitutedhereinafter referred to collectively as the “Assignment of Leases”), or (c) transfer an assignment of contracts and agreements relating to the Real Estate, all granted under the terms of two (2) Assignment Agreements executed by Borrower as to its interest in the Real Estate in favor of Lender of even date herewith (such other Collateral to Lender Assignment Agreement(s) as may be acceptable modified or amended from time to Lendertime is hereinafter referred to collectively as the “Assignment Agreement”), and (d) two (2) Environmental Indemnity Agreements executed or to be executed by Borrower as to its interest in the Real Estate, and (such Environmental Indemnity Agreement(s) as may be modified or amended from time to time is hereinafter referred to collectively as the “Indemnity Agreement”). The Note, Mortgage, Assignment of Leases, Assignment Agreement, Indemnity Agreement, and all other documents in connection with the Loan shall be collectively the “Loan Documents” and the terms and conditions thereof are hereby incorporated by reference and made a part of this Agreement.

Collateral. 4.1 Unless otherwise agreed, 3.1 Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral Principal the Collateral, by delivery to Agent to be held in Principal’s account with Agent, with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned SecuritiesSecurities agreed to by Borrower and Agent as reflected in Schedule A for each type of security loaned (the “Margin Percentage”). 4.2 3.2 The Collateral transferred by Borrower to Lender, Principal as adjusted pursuant to Section 98, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderPrincipal and Agent. Borrower hereby pledges with, assigns to, and grants Lender to the Principal a continuing first priority security interest in and a lien upon the Collateral in order to secure the obligations of the Borrower under each Loan. If the Borrower does not fulfill all or part of its obligations under the Loan and this Agreement, the Principal and Agent shall be released from any obligation to render to the Borrower such part of the Collateral as corresponds to the value of the obligations under the Loan and this Agreement which have not been fulfilled by the Borrower, as provided in Section 12. The Principal’s continuing first security interest in, and a lien upon, upon the Collateral, which Collateral shall attach upon the transfer delivery of the Loaned Securities Collateral to the Agent by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities Collateral by Principal or Agent to Borrower to Lender(provided Borrower is not in Default hereunder). In addition to the rights and remedies given to Lender hereunder, Lender Principal shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender Principal may use or invest the Collateral, Collateral (or cause the Agent to use or invest the Collateral to its account) if such consists of cash, at Principal’s own risk and for its own riskbenefit and shall be entitled to retain all income and profits thereon and shall bear all respective losses thereto. Agent may, but on behalf of Principal, pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the securities Collateral and commingle, among Principals, the Collateral. To the extent necessary, the parties expressly agree that Principal is authorized to do or perform any act or thing (unless Lender is a Broker-Dealerincluding, without limitation, to cause the Agent to perform any such act on its behalf or to execute or cause to be executed any document) Lender shall, during the term of any Loan hereunder, segregate Collateral from and to take all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral steps as may be accomplished by appropriate identification on the books and records of Lender if required to effect transfer thereof to a third party or to otherwise realize upon any Collateral which has been transferred to it is a “securities intermediary” within the meaning of the UCCpursuant to any Loan. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender receipt by Agent of the Loaned Securities on the day upon termination of a Loan is terminated pursuant to Section 6Loan, Lender Principal shall be obligated to cause the Agent to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower no later than by close of the Cutoff Time on such day or, if such day is not Business Day (which must be a day on upon which a transfer Agent or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) which next succeeds the Business Day of such receipt of the Loaned Securities. To the extent that Borrower instructs Agent to deliver returned Collateral may be effected under Section 15to a third party, the next day on which such a transfer may be effectedprovisions of the Funds Transfer Standing Instruction (Schedule C) shall apply. 4.4 If 3.4 If, on any Business Day corresponding to the commencement date for a Loan, Borrower transfers Collateral to LenderPrincipal by delivery to Agent, as provided in Section 4.13.1, and Lender Principal does not cause Agent to transfer the Loaned Securities to BorrowerBorrower or Agent fails to act in connection with Principal’s instruction to transfer the Loaned Securities, Borrower shall have the absolute right to the return of the Collateral; and if Lender if, on any such Business Day, Agent transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender Principal shall have the absolute right to the immediate return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, Agent and the applicable method of transfer)with Agent’s consent, substitute Collateral for Collateral securing any Loan or Loans; provided, provided however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender Agent agreed would be acceptable Collateral prior to the commencement of the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 Prior . At least five days prior to the scheduled expiration date of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) shall obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender Agent with a substitute letter of credit credit, the terms of which are approved by Agent, or other Collateral, in either case in an amount at least equal to the amount of the letter of credit for which it such Collateral is substituted. 3.6 Agent 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. 3.7 In accordance with its agreements with its respective Principals, Agent shall hold such Collateral as a securities intermediary for the account of such Principals. Agent shall have the right, at its sole election, at any time a Loan is outstanding hereunder, to allocate and/or reallocate any Collateral held by it hereunder to or (c) transfer among any outstanding Loans by a Principal. All allocations of Collateral shall be marked in Agent’s books, which shall be conclusive evidence of such other allocations. It is expressly understood and agreed by the parties hereto that any allocation of Collateral to Lender any Loan by a Principal shall in no way affect the ability of Agent to apply such Collateral to the satisfaction of any obligation of Borrower to a Principal hereunder upon a default by Borrower under this Agreement. All Collateral at any time given by a Borrower shall be considered Collateral for all the Borrower’s obligations to a Principal under this Agreement and Agent may allocate such Collateral to any such obligation or obligations as Agent, on behalf of Principal, may be acceptable to Lenderso elect.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the “Agent” or “Trustee”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, Lender agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, ▇▇▇▇▇▇ agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lenderfor 4.3. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Annex B to this Agreement, and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the “Agent” or “Trustee”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, ▇▇▇▇▇▇ hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, ▇▇▇▇▇▇ agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, Collateral deposited into the Collateral, which shall attach upon the transfer of the Custody Account must be allowable collateral as identified in Annex B to this Agreement. ▇▇▇▇▇▇ will be deemed to have transferred Loaned Securities by Lender to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Rule 15c3-3(b)(3) under the Exchange Act and which shall cease upon therefore not subject to the transfer general possession or control requirements of the Exchange Act Rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender on the date Borrower 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 continue to be borrowed by Borrower pursuant to Lender. In addition to the rights any hypothecation agreement between Lender and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Annex B to this Agreement, and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless (a) Prior to the occurrence of a Collateral Trigger Event, Borrower will not be required and is under no obligation to provide any Collateral to Lender for any Loan hereunder. (b) Upon the occurrence of a Collateral Trigger Event, Borrower shall notify Lender and Collateral Agent in writing and upon receipt of such notice, the Collateral Agent shall establish the Collateral Account and, unless otherwise agreedagreed by Borrower and Lender, Borrower shall, within five business days, transfer to Collateral Agent, for deposit to the Collateral Account, Collateral with a Market Value at least equal to the Collateral Percentage of the Market Value of all outstanding Loaned Shares. (c) Following the occurrence and during the continuance of a Collateral Trigger Event, unless otherwise agreed by Borrower and Lender, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities Shares to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral Agent, for deposit to the Collateral Account, Collateral with a Market Value at least equal to the Margin Collateral Percentage of the Market Value of the Loaned SecuritiesShares as of the date of such transfer. 4.2 The (d) Any Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, Collateral Agent shall be security for Borrower’s obligations in respect of such Loan the Loaned Shares and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Collateral Agent for the benefit of Lender a continuing first priority security interest in, and a lien upon, all of Borrower’s right, title and interest in and to the Collateral, whether now existing or hereafter acquired or arising, together with all proceeds thereof, which security interest shall attach upon not attach, in the case of Section 3(c) above, until the transfer of the Loaned Securities Shares by Lender to Borrower. To provide for the effectiveness, validity, enforceability, perfection and priority of Lender's rights as a secured party, Borrower and which shall cease upon the transfer acknowledges that Collateral Agent has obtained control of the Loaned Securities by Borrower to Lender. In addition to Collateral within the rights meaning of Sections 8-106 and remedies given to 9-106 of the UCC, and Collateral Agent acknowledges that it has control of the Collateral on behalf of Lender hereunder, Lender shall have all within the rights and remedies meaning of a secured party under Section 8-106(d)(3) of the UCC. It is understood that Notwithstanding anything to the contrary herein or in the UCC, Lender may not use or invest the Collateral and Collateral Agent shall take no instruction from Lender regarding the use or investment of Collateral. (e) Following written notice by Borrower to Lender that any Collateral Trigger Event no longer exists, if such consists Collateral Agent shall release to Borrower Collateral with a Market Value equal to the Collateral Percentage of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term Market Value of any Loan hereunder, segregate Collateral from all securities or other assets in its possessionoutstanding Loaned Shares. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation Such transfer of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower made no later than the Cutoff Time on the Business Day immediately following the day that Borrower provides such written notice. (f) Following the transfer to Lender of Loaned Shares pursuant to Section 6, Collateral Agent shall release to Borrower Collateral with a Market Value equal to the Collateral Percentage of the Market Value of the Loaned Shares so transferred but only to the extent that immediately following such transfer of Collateral, no Collateral Deficit would exist. Such transfer of Collateral shall be made no later than the Cutoff Time on the day orthe Loaned Shares are transferred, or if such day is not a day on which a transfer of such Collateral may be effected under Section 1513, or if the transfer of Loaned Shares by Lender to Borrower occurs after the Cutoff Time on such day, then in each case the next day on which such a transfer may be effected. 4.4 (g) If Borrower transfers Collateral to Lender, as provided in Collateral Agent pursuant to Section 4.13(c) above, and Lender does not transfer the Loaned Securities Shares to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities Shares to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Collateral Agent when required pursuant to Section 4.13(c) above, Lender shall have the absolute right to the return of the Loaned SecuritiesShares. 4.5 (h) Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of and Collateral to be substituted, and the applicable method of transfer)Agent, substitute Collateral for Collateral securing any Loan or Loans; provided, however, provided that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerCollateral, shall equal or exceed the agreed upon Margin Collateral Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension Shares as of the expiration date of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lendersubstitution.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, . at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; : and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; providedPROVIDED, howeverHOWEVER, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 Unless otherwise agreedThe Collateral includes: (A) All specifically described Collateral; (B) All proceeds of Collateral; and (C) Other property as indicated below. (A) SPECIFICALLY DESCRIBED COLLATERAL 32 STOCK CERTIFICATES OF LSB INDUSTRIES, Borrower shallINC., prior INSCRIBED S▇▇▇▇▇ ▇. ▇▇▇▇▇▇ AND AS DESCRIBED IN THE ATTACHED ADDENDUM HERETO AND MADE A PART HEREOF. Notwithstanding any provision contained herein to or concurrently with the transfer contrary, the security pledged herein is given to secure the obligations of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer Debtor to Lender Collateral with a Market Value at least equal to arising under that certain Promissory Note dated October ___, 1997 in the Margin Percentage principal amount of the Market Value _____________ made by Debtor in favor of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Lender and not for any other obligations obligation of Borrower Debtor to Lender. (B) ALL PROCEEDS of the specifically described Collateral regardless of kind, character or form (including, but not limited to, renewals, extensions, redeposits, reissues or any other changes in form of the rights represented thereby), together with any stock rights, rights to subscribe, liquidating dividends, stock dividends, dividends paid in stock or other property, new securities, or any other property to which Undersigned may hereafter become entitled to receive by reason of the specifically described Collateral; and in the event Undersigned receives any such property, Undersigned agrees immediately to deliver same to Lender hereunder. Borrower hereby pledges with, assigns to, to be held by Lender in the same manner as Collateral specifically described above. (C) OTHER PROPERTY which shall be deemed Collateral shall include all dividends and grants Lender a continuing first priority security interest in, and a lien upon, paid in cash on the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that Lender at its option may permit such substituted dividends and/or interest to be received and retained by Undersigned, but provided further, that Lender may at any time terminate such permission. Collateral shall (a) consist only of cashfurther include without limitation, securities all money and funds owned by Undersigned which is now or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as hereafter may be acceptable to Lenderpossessed or controlled by Lender whether by pledge, deposit or otherwise.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender hold for Lender's benefit Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 4.2. The Collateral transferred held by Borrower to for Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition Lender will be deemed to have transferred Loaned Securities to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and therefore not subject to the rights and remedies given general possession or control requirements of Exchange Act rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books date Borrower 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 continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and records of Lender if it is a “securities intermediary” within the meaning of the UCCBorrower. 4.3 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer the hold Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on such day or, if such day is not a day on which a transfer behalf of such Collateral may be effected under Section 15, the next day on which such a transfer may be effectedLender. 4.4 4.4. If Borrower transfers holds Collateral to for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of release the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer hold Collateral to for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Lenders Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lenderthe Lenders, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender the Lenders hereunder. Borrower hereby pledges with, assigns to, and grants the applicable Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender Lenders to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to LenderLenders. In addition to the rights and remedies given to Lender Lenders hereunder, Lender Lenders shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is The Collateral will be held by Borrower in a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCCsegregated account. 4.3 Except as otherwise provided herein, upon transfer to Lender Lenders of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Lenders shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on such day day, or, if such day is not a day on which a transfer of such Collateral collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to LenderLenders, as provided in Section 4.1, and Lender Lenders does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Lenders transfer Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender Lenders as provided in Section 4.1, Lender Lenders shall have the absolute right to the return of the Loaned Securities. 4.5 Borrower may, upon reasonable notice to Lender Lenders (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute additional or new Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender Lenders agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender Lenders with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender Lenders as may be acceptable to LenderLenders.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the “Agent” or “Trustee”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, ▇▇▇▇▇▇ hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, ▇▇▇▇▇▇ agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, Collateral deposited into the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender Custody Account must be allowable collateral as identified in Annex B to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lenderthis 4.3. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Annex B to this Agreement, and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed(i) Subject to sub-Clauses (B), (C) and (E) below the Borrower shall, prior undertakes to deliver Collateral to the Lender (or concurrently in accordance with the Lender's instructions) TOGETHER WITH appropriate instruments of transfer duly stamped where necessary and such other instruments as may be requisite to vest title thereto in the Lender simultaneously with delivery of the Loaned borrowed Securities to Borrower, but and in any event no case later than the Close of Business on the day Settlement Date. Collateral may be provided in any of the forms specified in the Schedule hereto (as agreed between the Parties); (ii) where Collateral is delivered to the Lender's Nominee any obligation under this Agreement to redeliver or otherwise account for Equivalent Collateral shall be an obligation of the Lender notwithstanding that any such redelivery may be effected in any particular case by the Nominee. (B) Where CGO Collateral is provided to the Lender or its Nominee by member-to-member delivery or delivery-by-value in accordance with the provisions of the CGO Rules from time to time in force, the obligation of the Lender shall be to redeliver Equivalent Collateral through the CGO to the Borrower in accordance with this Agreement. Any references, (howsoever expressed) in this Agreement, the Rules, and/or any other agreement or communication between the Parties to an obligation to redeliver such Equivalent Collateral shall be construed accordingly. If the loan of Securities in respect of which such Collateral was provided has not been discharged when the Collateral is redelivered, the Assured Payment obligation generated on such redelivery shall be deemed to constitute a payment of money which shall be treated as Cash Collateral until the loan is discharged, or further Equivalent Collateral is provided later during that Business Day. This procedure shall continue daily where CGO Collateral is delivered-by-value for as long as the relevant loan remains outstanding. (C) Where CGO Collateral or other collateral is provided by delivery-by-value to a Lender or its Nominee the Borrower may consolidate such Collateral with other Collateral provided by the same delivery to a third party for whom the Lender or its Nominee is acting. (D) Where Collateral is provided by delivery-by-value through an alternative book entry transfer system, not being the CGO, the obligation of the Lender shall be to redeliver Equivalent Collateral through such book entry transfer system in accordance with this Agreement. If the loan of Securities in respect of which such Collateral was provided has not been discharged when the Collateral is redelivered, any payment obligation generated within the book entry transfer system on such redelivery shall be deemed to constitute a payment of money which shall be treated as Cash Collateral until the loan is discharged, or further Equivalent Collateral is provided later during that Business Day. This procedure shall continue when Collateral is delivered-by-value for as long as the relevant loan remains outstanding; (E) Where Cash Collateral is provided the sum of money so deposited may be adjusted in accordance with Clause 6(H). Subject to Clause 6(H)(ii), the Cash Collateral shall be repaid at the same time as Equivalent Securities in respect of the Securities borrowed are redelivered, and the Borrower shall not assign, charge, dispose of or otherwise deal with its rights in respect of the Cash Collateral. If the Borrower fails to comply with its obligations for such redelivery of Equivalent Securities the Lender shall have the right to apply the Cash Collateral by way of set-off in accordance with Clause 8. (F) The Borrower may from time to time call for the repayment of Cash Collateral or the redelivery of Collateral equivalent to any Collateral delivered to the Lender prior to the date on which the same would otherwise have been repayable or redeliverable PROVIDED THAT at the time of such transferrepayment or redelivery the Borrower shall have delivered or delivers Alternative Collateral acceptable to the Lender. (i) Where Collateral (other than Cash Collateral) is delivered in respect of which any Income may become payable, transfer the Borrower shall call for the redelivery of Collateral equivalent to such Collateral in good time to ensure that such Equivalent Collateral may be delivered prior to any such Income becoming payable to the Lender, unless in relation to such Collateral the Parties are satisfied before the relevant Collateral is transferred that no tax will be payable to the UK Inland Revenue under Schedule 23A of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇. At the time of such redelivery the Borrower shall deliver Alternative Collateral acceptable to the Lender. (ii) Where the Lender receives any Income in circumstances where the Parties are satisfied as set out in Clause 6(G)(i) above, then the Lender shall on the date on which the Lender receives such Income or on such date as the Parties may from time to time agree, pay and deliver a sum of money or property equivalent to such Income (with any such endorsements or assignments as shall be customary and appropriate to effect the delivery) to the Borrower and shall supply Appropriate Tax Vouchers (if any) to the Borrower. (H) Unless the Schedule to this Agreement indicates that Clause 6(I) shall apply in lieu of this Clause 6(H), or unless otherwise agreed between the Parties, the Value of the Collateral delivered to or deposited with a Market the Lender or its nominated bank or depositary (excluding any Collateral repaid or redelivered under sub-Clauses (H)(ii) or (I)(ii) below (as the case may be) ("Posted Collateral")) in respect of any loan of Securities shall bear from day to day and at any time the same proportion to the Value of the Securities borrowed under such loan as the Posted Collateral bore at least the commencement of such loan. Accordingly: (i) the Value of the Posted Collateral to be delivered or deposited while the loan of Securities continues shall be equal to the Margin Percentage of the Market Value of the Loaned Securities.borrowed Securities and the Margin applicable thereto (the "Required Collateral Value"); 4.2 The (ii) if on any Business Day the Value of the Posted Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of any loan of Securities exceeds the Required Collateral Value in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien uponloan, the Collateral, which Lender shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition (on demand) repay such Cash Collateral and/or redeliver to the rights and remedies given to Lender hereunder, Lender shall have all Borrower such Equivalent Collateral as will eliminate the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that excess; and (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (aiii) if Lender is a Broker-Dealer or (b) in on any Business Day the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned SecuritiesPosted Collateral falls below the Required Collateral Value, the Borrower shall provide such further Collateral to the Lender as will eliminate the deficiency. 4.6 Prior (I) Subject to Clause 6(J), unless the Schedule to this Agreement indicates that Clause 6(H) shall apply in lieu of this Clause 6(I), or unless otherwise agreed between the Parties:- (i) the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement shall equal the aggregate of the Required Collateral Values in respect of such loans; (ii) if at any time the aggregate Value of the Posted Collateral in respect of all loans of Securities outstanding under this Agreement exceeds the aggregate of the Required Collateral Values in respect of such loans, the Lender shall (on demand) repay such Cash Collateral and/or redeliver to the expiration of Borrower such Equivalent Collateral as will eliminate the excess; (iii) if at any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than time the Extension Deadline, (a) obtain an extension aggregate Value of the expiration Posted Collateral in respect of all loans of Securities outstanding under this Agreement falls below the aggregate of Required Collateral Values in respect of all such letter of creditloans, the Borrower shall (bon demand) replace provide such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal further Collateral to the amount Lender as will eliminate the deficiency. (J) Where Clause 6(I) applies, unless the Schedule to this Agreement indicates that this Clause 6(J) does not apply, if a Party (the "first Party") would, but for this Clause 6(J), be required under Clause 6(I) to repay Cash Collateral, redeliver Equivalent Securities or provide further Collateral in circumstances where the other Party (the "second Party") would, but for this Clause 6(J), also be required to repay Cash Collateral or provide or redeliver Equivalent Collateral under Clause 6(I), then the Value of the letter Cash Collateral or Equivalent Collateral deliverable by the first Party ("X") shall be set-off against the Value of credit for which it is substitutedthe Cash Collateral, or (c) transfer such other Equivalent Collateral to Lender as may be acceptable to Lender.or further Collateral

Collateral. 4.1 Unless otherwise agreedAs collateral for the Loan, the Borrower shallshall provide the Lender an executed City Deed of Trust in the form attached as Exhibit D giving the Lender a security interest on fee parcel(s) on the Property owned by ▇▇▇▇▇▇▇▇. HACLA may arrange to grant a security interest on the Property in favor of another lender in order to secure senior debt, but subject to ▇▇▇▇▇▇’s prior to or concurrently written consent and the senior lender’s provision of a subordination agreement with the transfer of the Loaned Securities to Borrower, but City-required terms set forth elsewhere in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such this City Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or LoansAgreement; provided, however, that such substituted Collateral if Borrower elects to incur senior debt from ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ agrees to subordinate the City Deed of Trust with alternate terms as set forth in the ▇▇▇▇▇▇ ▇▇▇ Subordination Agreement (Affordable), Form 6456 (2019). Notwithstanding the foregoing, as a condition of ▇▇▇▇▇▇▇▇’s receipt of Project Homekey funds and the terms of the Standard Agreement, the City Regulatory Agreement shall (a) consist only not be subordinated to any senior debt. The Borrower shall deliver concurrently with the execution of cashthe City Deed of Trust, securities or other property that Borrower the original executed City Note in the form attached as Exhibit C, which Lender shall hold until the City Note is paid in full. Lender shall file a UCC-1 with the California Secretary of State, a copy of which is attached as Exhibit J, giving Lender a security interest in the Improvements, personal property, and Plans and Specifications. Exhibit J is hereby incorporated into this City Loan Agreement by this reference. Concurrent with the recordation of the City Deed of Trust and the City Regulatory Agreement, the Lender agreed would shall cause all previous Lender deeds of trust, if any, to be acceptable Collateral prior respectively reconveyed. All of the Lender’s previous promissory notes, if any, shall be canceled and returned to the Borrower. All of the previous UCC-1's shall likewise be terminated. The City Regulatory Agreement is attached as Exhibit K, which is hereby incorporated into this City Loan Agreement by this reference. As further security, ▇▇▇▇▇▇▇▇ agrees to assign and transfer to the City, subject to the rights of prior lien holders, its successors or Loans assigns, all of (1) Borrower's rights in and (b) have a Market Value such that to the aggregate Market Value of such substituted CollateralPlans and Specifications, together with all other Collateral for Loans amendments, modifications, supplements, general conditions and addenda thereto relating to the Project, and (2) ▇▇▇▇▇▇▇▇'s right, title and interest in which the party substituting such Collateral is acting as Borrower, shall equal or exceed agreement between the agreed upon Margin Percentage Borrower and the Architect relating to the development of the Market Value of Project, in the Loaned Securitiesform attached as Exhibit L, which is hereby incorporated into this City Loan Agreement by this reference. The City Regulatory Agreement is attached as Exhibit K, which is hereby incorporated into this City Loan Agreement by this reference. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 2. Borrower shall be deemed to have transferred Collateral to Lender by crediting ▇▇▇▇▇▇'s account carried by Borrower with Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition ▇▇▇▇▇▇ will be deemed to have transferred Loaned Securities to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and therefore not subject to the rights and remedies given general possession or control requirements of Exchange Act rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books date Borrower 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 continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and records of Lender if it is a “securities intermediary” within the meaning of the UCCBorrower. 4.3 3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer, and hereby authorizes Borrower to effect the transfer of, the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 4. If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 5. Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 6. In the event Borrower and ▇▇▇▇▇▇ agree to a Loan of Securities collateralized by a Letter of Credit, in order to enable the Issuing Bank to identify ▇▇▇▇▇▇ and issue the Letter of Credit in favor of ▇▇▇▇▇▇, ▇▇▇▇▇▇ hereby agrees that Borrower may provide information in its possession concerning ▇▇▇▇▇▇'s identity to the Issuing Bank. Prior to the expiration of any letter of credit supporting Borrower’s ▇▇▇▇▇▇▇▇'s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 (a) Unless otherwise agreedagreed by Borrower and Lender, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business 10:00 a.m. New York time on the second Business Day immediately following any day of such transferon which a Credit Downgrade has occurred, transfer to Lender Collateral Agent, for deposit to the Collateral Account, Collateral with a Market Value at least equal to the Margin Collateral Percentage of the Market Value of the Loaned SecuritiesShares as of the close of business on the Business Day immediately preceding such transfer (any such date, a “Pledge Date”). 4.2 The (b) During any Pledge Period, any Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, Collateral Agent shall be security for Borrower’s obligations in respect of such Loan the Loaned Shares and for any other obligations of Borrower to Lender hereunder. Borrower hereby on the Pledge Date pledges with, assigns to, and grants Collateral Agent for the benefit of Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Shares by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities Shares by Borrower to Lender, a Credit Upgrade or upon the transfer of such Collateral to Borrower in accordance with the terms of this Agreement. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood To provide for the effectiveness, validity, perfection and priority of Lender’s rights as a secured party, Borrower acknowledges that Collateral Agent has obtained control of any financial assets included in the Collateral (or shall have obtained control upon posting of such Collateral pursuant to the terms contained herein) within the meaning of Sections 8-106 and 9-106 of the UCC. Collateral Agent acknowledges that it has control of the Collateral (or shall have control upon posting of such collateral pursuant to the terms contained herein) on behalf of Lender within the meaning of Section 8-106(d)(1) of the UCC. Notwithstanding anything to the contrary herein, Lender may not use or invest the Collateral and Collateral Agent shall take no instruction from Lender regarding the use or investment of Collateral. Promptly upon the termination of any Pledge Period, if such consists the Collateral Agent shall release to the Borrower all of cash, at its own risk, but that the Collateral. (unless Lender is a Broker-Dealerc) Lender Borrower shall, during promptly at the term request of the Collateral Agent, execute all documents and do all things reasonably required by the Collateral Agent to enable the Collateral Agent to register, within 21 days of the Pledge Date, the security interest created by this Agreement in accordance with the provisions of the Companies ▇▇▇ ▇▇▇▇ (United Kingdom). The Borrower further agrees that if so requested by the Collateral Agent at any Loan hereundertime, segregate to promptly execute all documents (including any security agreements and transfers) and do all things (including the delivery, transfer, assignment or payment of all or part of the Collateral from all securities to the Collateral Agent or other assets in its possession. Lender nominee(s)) that the Collateral Agent may Retransfer Collateral only reasonably specify for the purpose of (a) if Lender is a Broker-Dealer exercising the rights to the Collateral or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books securing and records of Lender if it is a “securities intermediary” within the meaning perfecting its security over or title to all or any part of the UCCCollateral (including transferring the Collateral into the name of the Collateral Agent or its nominee(s)). 4.3 (d) Except as otherwise provided herein, upon the transfer to Lender of the Loaned Securities on the day a Loan is terminated Shares pursuant to Section 6, Lender Collateral Agent shall release to Borrower Collateral with a Market Value equal to the Collateral Percentage of the Market Value of the Loaned Shares so transferred but only to the extent that immediately following such transfer of Collateral, no Collateral Deficit would exist. Such transfer of Collateral shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower made no later than the Cutoff Time on such the day orthe Loaned Shares are transferred, or if such day is not a day on which a transfer of such Collateral may be effected under Section 1513, or if the transfer of Loaned Shares by Lender to Borrower occurs after the Cutoff Time on such day, then in each case the next day on which such a transfer may be effected. 4.4 (e) If Borrower transfers Collateral to LenderCollateral Agent, as provided in this Section 4.13, and Lender does not transfer (or has not transferred) the Loaned Securities Shares to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities Shares to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender Collateral Agent as provided in this Section 4.13, Lender shall have the absolute right to the return of the Loaned SecuritiesShares. 4.5 (f) Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of and Collateral to be substituted, and the applicable method of transfer)Agent, substitute Collateral for Collateral securing any Loan or Loans; provided, however, provided that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerCollateral, shall equal or exceed the agreed upon Margin Collateral Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension Shares as of the expiration date of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lendersubstitution.

Collateral. 4.1 (a) Unless otherwise agreedagreed by Borrower and Lender, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business 10:00 a.m. New York time on the second Business Day immediately following any day of such transferon which a Credit Downgrade has occurred, transfer to Lender Collateral Agent, for deposit to the Collateral Account, Collateral with a Market Value at least equal to the Margin Collateral Percentage of the Market Value of the Loaned SecuritiesShares as of the close of business on the Business Day immediately preceding such transfer (any such date, a “Pledge Date”). 4.2 The (b) During any Pledge Period, any Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, Collateral Agent shall be security for Borrower’s obligations in respect of such Loan the Loaned Shares and for any other obligations of Borrower to Lender hereunder. Borrower hereby on the Pledge Date pledges with, assigns to, and grants Collateral Agent for the benefit of Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Shares by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities Shares by Borrower to Lender, a Credit Upgrade or upon the transfer of such Collateral to Borrower in accordance with the terms of this Agreement. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood To provide for the effectiveness, validity, perfection and priority of Lender’s rights as a secured party, Borrower acknowledges that Collateral Agent has obtained control of any financial assets included in the Collateral (or shall have obtained control upon posting of such Collateral pursuant to the terms contained herein) within the meaning of Sections 8-106 and 9-106 of the UCC. Collateral Agent acknowledges that it has control of the Collateral (or shall have control upon posting of such collateral pursuant to the terms contained herein) on behalf of Lender within the meaning of Section 8-106(d)(1) of the UCC. Notwithstanding anything to the contrary herein, Lender may not use or invest the Collateral and Collateral Agent shall take no instruction from Lender regarding the use or investment of Collateral. Promptly upon the termination of any Pledge Period, if such consists the Collateral Agent shall release to the Borrower all of cash, at its own risk, but that the Collateral. (unless Lender is a Broker-Dealerc) Lender Borrower shall, during promptly at the term request of the Collateral Agent and to the extent any Loan hereunderCollateral is held in the United Kingdom, segregate execute all documents and do all things reasonably required by the Collateral from Agent to enable the Collateral Agent to register, within 21 days of the Pledge Date or 15 days of the Collateral Agent’s request, whichever is later, the security interest created by this Agreement in accordance with the provisions of the Companies ▇▇▇ ▇▇▇▇ (United Kingdom). The Borrower further agrees that if so requested by the Collateral Agent at any time, to promptly execute all securities documents (including any security agreements and transfers) and do all things (including the delivery, transfer, assignment or other assets in payment of all or part of the Collateral to the Collateral Agent or its possession. Lender nominee(s)) that the Collateral Agent may Retransfer Collateral only reasonably specify for the purpose of (a) if Lender is a Broker-Dealer exercising the rights to the Collateral or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books securing and records of Lender if it is a “securities intermediary” within the meaning perfecting its security over or title to all or any part of the UCCCollateral (including transferring the Collateral into the name of the Collateral Agent or its nominee(s)). 4.3 (d) Except as otherwise provided herein, upon the transfer to Lender of the Loaned Securities on the day a Loan is terminated Shares pursuant to Section 6, Lender Collateral Agent shall release to Borrower Collateral with a Market Value equal to the Collateral Percentage of the Market Value of the Loaned Shares so transferred but only to the extent that immediately following such transfer of Collateral, no Collateral Deficit would exist. Such transfer of Collateral shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower made no later than the Cutoff Time on such the day orthe Loaned Shares are transferred, or if such day is not a day on which a transfer of such Collateral may be effected under Section 1513, or if the transfer of Loaned Shares by Lender to Borrower occurs after the Cutoff Time on such day, then in each case the next day on which such a transfer may be effected. 4.4 (e) If Borrower transfers Collateral to LenderCollateral Agent, as provided in this Section 4.13, and Lender does not transfer (or has not transferred) the Loaned Securities Shares to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities Shares to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender Collateral Agent as provided in this Section 4.13, Lender shall have the absolute right to the return of the Loaned SecuritiesShares. 4.5 (f) Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of and Collateral to be substituted, and the applicable method of transfer)Agent, substitute Collateral for Collateral securing any Loan or Loans; provided, however, provided that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerCollateral, shall equal or exceed the agreed upon Margin Collateral Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension Shares as of the expiration date of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lendersubstitution.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “"securities intermediary” " within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.14. 1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “"securities intermediary” " within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected.. dc-455557 -2 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Lender’s Account with Clearing Broker, Collateral with a Market Value or, in the case of bank letters of credit, a stated amount, at least equal to the Margin Applicable Percentage defined in Sections 4.2 and 4.3 below 4.2 In the case of U.S. Collateral, the Applicable Percentage shall be 100%; 4.3 In the case of Foreign Collateral, the Applicable Percentage shall be (1) 102% of the Market Value then market value of the Loaned Securities.securities lent as valued on a Recognized Securities Exchange or an Automated Trading System on which the securities are primarily traded if the Foreign Collateral posted is denominated in the same currency as the securities lent, or (2) 105% of the then market value of the securities lent as valued on a Recognized Securities Exchange or an Automated Trading System on which the securities are primarily traded if the Foreign Collateral posted is denominated in a different currency than the securities lent; 4.2 4.4 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or Clearing Broker will invest the Collateral, if such consists of cash, at its own risk, but that (unless Collateral on Lender’s behalf and Lender is shall receive a Broker-Dealer) Lender loan fee as set forth in Section 5. Clearing Broker shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possessionthe Account. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.5 Except as otherwise provided herein, upon transfer to Lender Lender’s Account with Clearing Broker of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) from the Account to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 4.6 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities are transferred to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 4.7 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), may substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerLoaned Securities, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned SecuritiesApplicable Percentage. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, the Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to the Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities as mutually agreed to by the Parties hereto (which shall be not less than 100% of the market value of the Loaned Securities) (the “Margin Percentage”). 4.2 The Collateral collateral transferred by the Borrower to the Lender, as adjusted pursuant to Section 9Clause 11 of this Agreement, shall be the security for the Borrower’s obligations in respect of such Loan and for any other obligations of the Borrower to Lender hereunderthe Lender. The Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateralcollateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that the Lender may use or invest the Collateralcollateral, if such consists of cash, at its the Borrower’s own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during risk and the term Borrower shall therefore execute an acknowledgement of any Loan hereunder, segregate Collateral from all securities or other assets in its possessionreceipt of the IDSS Disclosure Statement pursuant to this Agreement. The Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or (b) otherwise transfer the collateral in any name other than the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to the Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6Clause 9(b), t h e Lender shall be obligated to transfer the Collateral collateral (as adjusted pursuant to Section 9Clause 11) to the Borrower no later than the Cutoff Cut- off Time on such day or, if such day is not a day on which a transfer of such Collateral collateral may be effected under Section 15effected, the next day on which such a transfer may be effected. 4.4 If the Borrower transfers Collateral collateral to the Lender, as provided in Section Clause 4.1, and the Lender does not transfer the Loaned Securities to the Borrower, the Borrower shall have the absolute right to the return of the Collateralcollateral; and if the Lender transfers Loaned Securities to the Borrower and 2■2000 Master Securities Loan Agreement the Borrower does not transfer Collateral collateral to the Lender as provided in Section Clause 4.1, the Lender shall have the absolute right to the return of the Loaned Securities. 4.5 The Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer)Lender, substitute Collateral collateral for Collateral collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall collateral shall:- (a) consist only of cash, securities or other property that the Borrower and the Lender agreed would be acceptable Collateral collateral prior to the Loan or Loans and and; (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateralcollateral, together with all other Collateral collateral for the Loans in which the party substituting such Collateral is acting as Borrowercollateral, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Any and all Cryptocurrency purchased by the Borrower using borrowed Cryptocurrency shall be automatically deemed Lender’s Collateral being a security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Unless otherwise agreednotified by the Lender, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities Cryptocurrency to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a market value at least equal to the Margin Threshold. Borrower shall be deemed to have transferred Collateral to Lender by crediting Lender's Exchange Account carried by Borrower with Collateral with a Market Value at least equal to the Margin Percentage Threshold of the Market Value of the Loaned Securities. 4.2 Cryptocurrency. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9Clause 7.4, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Cryptocurrency by Lender ▇▇▇▇▇▇ to Borrower and which shall cease upon the transfer of the Loaned Securities Cryptocurrency by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 7.2.1. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities Cryptocurrency on the day a Loan is terminated pursuant to Section 6Clause 7.5, Lender shall be obligated to transfer, and hereby authorizes Borrower and/or NIMERA to effect the transfer of, the Collateral (as adjusted pursuant to Section 9Clause7.4) to Borrower 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 15effected, the next day on which such a transfer may be effected. 4.4 7.2.2. If Borrower transfers Collateral to Lender, as provided in Section 4.1Clause 7.2, and Lender does not transfer the Loaned Securities Cryptocurrency to Borrower, Borrower shall have the absolute right to the return of the Collateral and authorizes NIMERA to effect the transfer of the Collateral; and if Lender transfers Loaned Securities Cryptocurrency to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.1Clause 7.2, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 Borrower may, upon reasonable notice Cryptocurrency and authorizes NIMERA to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of effect the Loaned SecuritiesCryptocurrency return. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on of the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in In Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, submitted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; , provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.Cutoff

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 Borrower shall be deemed to have transferred Collateral to Lender by crediting Lender’s account carried by Borrower with Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition Lender will be deemed to have transferred Loaned Securities to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and therefore not subject to the rights and remedies given general possession to control requirements of Exchange Act rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender hereunderon the date Borrower 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 shall have all the rights or continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and remedies of a secured party under the UCC. Borrower. 4.3 It is understood that Lender may use use, lend or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.4 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer, and hereby authorizes Borrower to effect the transfer of, the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 4.5 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 4.6 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 4.7 In the event Borrower and Lender agree to a Loan of Securities collateralized by a Letter of Credit, in order to enable the Issuing Bank to identify Lender and issue the Letter of Credit in favor of Lender, Lender hereby agrees that Borrower may provide information in its possession concerning Lender’s identity to the Issuing Bank. Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed(a) If at any time after the Borrower has been required to deposit amounts in, Borrower shall, prior or to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal deliver to the Margin Percentage of Lender amounts for deposit in, the Market Value of LC Collateral Account (or maintain Collateral in the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted Custody Account) pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon2.10 or Section 7.2, the Collateral, which shall attach upon Lender determines that the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) amount on deposit in the event of a Default by Borrower. Segregation of LC Collateral may be accomplished by appropriate identification on Account or the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to LenderCustody Account, as provided in Section 4.1applicable, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return is less than 102% of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit respective outstanding LC Obligations for which it is substitutedsuch Collateral has been deposited, the Lender may demand the Borrower to deposit, and the Borrower shall, upon such demand and without any further notice, pay to the Lender for deposit in the LC Collateral Account or deposit in the Custody Account, as applicable, funds necessary to cure any such shortfall. (b) The Lender may, at any time or from time to time apply Collateral held in the LC Collateral Account or the Custody Account pursuant to Section 2.10 or Section 7.2, to the payment of the LC Obligations then due and payable and, following the occurrence and during the continuance of an Event of Default, to the payment of any Obligations then due and payable. (c) transfer Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the Collateral held in the LC Collateral Account until all of the Obligations have been paid in full, the Commitment has been terminated and all of the Letters of Credit have been terminated, surrendered or expired, at which time any Collateral remaining in the LC Collateral Account shall be returned by the Lender to the Borrower. (d) If, on any day prior to the earlier to occur of the Final Expiry Date for the Letters of Credit or the date the LC Obligations are accelerated pursuant to Section 7.2 (i) there are Eligible Investments in the Custody Account, (ii) the Borrowing Base exceeds the LC Obligations, and (iii) the Lender has delivered to the Custodian a Notice of Exclusive Control (as defined in the Control Agreement) that has not been revoked, the Borrower may by written notice to the Lender request that the Lender instruct the Custodian to release such other excess (or such lesser amount as the Borrower shall have requested) from the Custody Account and, promptly (and in any event within one (1) Business Day) after receipt of such notice, the Lender shall so instruct the Custodian, provided that immediately before and after giving effect thereto no Event of Default shall or would exist. (e) If, on any day upon which (i) there is cash or Cash Equivalents in the LC Collateral Account, and (ii)(1) the lesser of the Commitment and the Borrowing Base exceeds (2) 102% of the LC Obligations, the Borrower may by written notice to the Lender request that the Lender return such excess (or such lesser amount as may be acceptable the Borrower shall have requested) to Lenderthe Borrower and, promptly (and in any event within one (1) Business Day) after receipt of such notice, the Lender shall so return such excess (or such lesser amount) to the Borrower, provided that immediately before and after giving effect thereto no Event of Default shall or would exist.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior (a) Prior to or concurrently simultaneously with the transfer delivery of Client’s securities to a borrower, Lending Agent shall obtain from the borrower and hold on Client’s behalf initial collateral having a market value not less than (i) 102% of the Loaned Securities market value of domestic U.S. loaned securities, (ii) 105% of the market value of foreign loaned securities or (iii) such other percentage of the market value of the loaned securities (not less than 100%) agreed to Borrowerby Client in writing (the “Initial Margin Requirement”). The collateral shall consist of (i) cash or (ii) securities issued or guaranteed by the United States Government or its agencies or instrumentalities (“Government Securities”). (b) Lending Agent will ▇▇▇▇ to market loaned securities and collateral (if the collateral is represented by Government Securities) on a daily basis, but in no case later and if at the close of trading on any business day, the market value of the collateral held by Lending Agent for loans made to any one borrower is less than 100% of the market value of the loaned securities, Lending Agent shall request from such borrower pursuant to Lending Agent’s agreement with the borrower such additional collateral so that the market value of the collateral is not less than the Close Initial Margin Requirement. Client understands that Lending Agent may be obligated to release collateral in excess of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal Initial Margin Requirement to the Margin Percentage borrower when so required by Lending Agent’s agreement with the borrower. Client expressly acknowledges and agrees that, for purposes of this Agreement, the market value of cash collateral shall be deemed to mean the principal amount of the Market Value cash collateral actually delivered by the borrower to Lending Agent and not the market value of the Loaned Securitiesinvestments purchased with such cash collateral. 4.2 The Collateral transferred by Borrower (c) Client directs Lending Agent to Lenderinvest, on Client’s behalf and for Client’s account, any cash collateral received from a borrower as set forth in Exhibit B to this Agreement, as adjusted pursuant amended from time to Section 9time (the “Authorized Investments”). Client agrees that it will execute such additional documentation, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower including but not limited to Lender hereunder. Borrower hereby pledges witha private placement subscription agreement, assigns toif applicable, and grants Lender a continuing first priority security interest in, and a lien upon, other investment documentation as may be required to invest in the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to LenderAuthorized Investments. In Client understands that in addition to the rights services provided to Client by Lending Agent, Lending Agent may provide services in connection with the Authorized Investments. Client further understands that Lending Agent may receive fees from the Authorized Investments or from entities affiliated with such Authorized Investments, which fees are calculated with reference to the amount of assets of Lending Agent clients as a whole that are invested in an Authorized Investment. Client directs that any such fees as are calculated with reference to collateral invested pursuant to this Agreement shall be treated as net realized income from collateral investments, as described in Section 2. If agreed upon by Client and remedies given Lending Agent, such Authorized Investments may include investments issued or advised by, purchased through or entered into with Lending Agent or its affiliates and customers of Lending Agent or its affiliates for whom Lending Agent or an affiliate acts in any capacity, and Client authorizes Lending Agent to Lender hereunderpurchase or sell Authorized Investments to or from Lending Agent or its affiliates or other accounts held or managed by Lending Agent or its affiliates. (d) Client acknowledges that cash collateral is invested at Client’s risk and that Lending Agent does not warrant the rate of return on or guarantee the safety of such investments. Client further acknowledges that Lending Agent has no liability for purchasing or retaining any investment that at the time of purchase was an Authorized Investment. Client understands the risk of loss that may be entailed with the investment of collateral, Lender shall have has determined that the Authorized Investments are appropriate and suitable investments in light of Client’s investment objectives and expressly approves such Authorized Investments. Client accepts all investment risk (including without limitation interest rate, market, credit and liquidity risk) associated with any funds or instruments purchased or entered into with the rights and remedies cash collateral. (e) A “Cash Collateral Deficiency” occurs if, upon termination of any loan, whether pursuant to a Recall Notice, a termination of this Agreement or a termination of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is loan as a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension result of the expiration of the term thereof or by action of the borrower or Lending Agent, the cash collateral held by Lending Agent for Client’s account is less than the amount required to be returned to the borrower under Lending Agent’s agreement with the borrower (whether due to losses realized on the sale of instruments purchased with the cash collateral, or otherwise). Any such letter actual Cash Collateral Deficiency is solely the responsibility of creditClient. Lending Agent shall have no responsibility for any losses or actual Cash Collateral Deficiencies with respect to any collateral or investments under this Agreement, (b) replace and Client hereby indemnifies and holds harmless Lending Agent from such letter responsibility. If Lending Agent believes that a Cash Collateral Deficiency has occurred, Lending Agent will notify Client of credit by providing Lender with such Cash Collateral Deficiency. If the Lending Agent and Client agree that there is in fact a substitute letter of credit Cash Collateral Deficiency in an amount the Client’s account, Lending Agent may request Client to transfer sufficient cash or other acceptable assets to the Client’s account at least equal to the Lending Agent in the amount of such agreed Cash Collateral Deficiency. If after five (5) business days following the letter receipt of credit for which it is substitutedsuch notice of an agreed Cash Collateral Deficiency Client fails to transfer sufficient cash or other acceptable assets to the Client’s account at the Lending Agent in the amount of any such agreed Cash Collateral Deficiency, or (c) transfer Client hereby authorizes Lending Agent upon contemporary notice to Client to obtain such other Collateral to Lender as may be acceptable to Lenderamounts directly from Custodian, out of Client’s accounts.

Collateral. 4.1 Unless otherwise agreedIf agreed in a Loan Term Sheet, Borrower shall provide as collateral an amount of U.S. Dollars, or Digital Currency as set forth below, or to be determined and agreed upon by the Borrower and Customer (“Collateral”) and memorialized using the Loan Term Sheet. The Collateral will be calculated as a percentage of the value of the Loaned Assets, such value determined by a spot rate agreed upon in the Loan Term Sheet. Borrower shall, prior to or concurrently with the transfer of the Loaned Securities Assets to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Customer the agreed upon Collateral. Collateral with a Market Value at least shall always be valued in U.S. Dollars, but Borrower may, if mutually agreed by both parties, provide the Collateral (in whole or in part) to Customer in Digital Currency in an amount equal to the Margin Percentage value of the Market Value Collateral in U.S. Dollars at a spot rate determined by Borrower. For the avoidance of doubt, upon the repayment of the Loaned Securities. 4.2 Assets at the termination of a Loan, Customer shall return to Borrower the same amount and type of Collateral that was deposited, net of any Additional Collateral, Margin Call, or Refunded Collateral adjustments (as defined below). If a Hard Fork in the blockchain of Digital Currency meeting the criteria in Section (30) occurs while Customer is holding such Digital Currency as Collateral, Customer shall return the New Tokens to Borrower in addition to the Collateral and Additional Collateral. If a Hard Fork occurs that does not meet the criteria in Section (30), Customer shall have no obligation to return any New Tokens to Borrower. The Collateral transferred by Borrower to LenderCustomer, as adjusted pursuant to Section 9herein, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLoan. Borrower hereby pledges with, assigns to, and grants Lender Customer a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Assets by Lender Customer to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned SecuritiesAssets by Borrower to Customer. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the “Agent” or “Trustee”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, ▇▇▇▇▇▇ hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, ▇▇▇▇▇▇ agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Collateral deposited into the Custody Account must be allowable collateral as identified in Annex B to this Agreement. Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the will be deemed to have transferred Loaned Securities by Lender to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Rule 15c3-3(b)(3) under the Exchange Act and which shall cease upon therefore not subject to the transfer general possession or control requirements of the Exchange Act Rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender on the date Borrower 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 continue to be borrowed by Borrower pursuant to Lender. In addition to the rights any hypothecation agreement between Lender and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Annex B to this Agreement, and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreedTo secure the payment of the Debentures set forth on Exhibit "A" with interest and any other amounts owing thereon payable in accordance with the terms of such Debentures, Borrower shalland also to secure any other indebtedness or liability of the Debtor to the Secured Party (but not including any preferred stock issued now or hereafter by Debtor to Secured Party), prior direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all future Debentures which may be issued to or concurrently with guaranteed by Secured Party at the transfer option of the Loaned Securities Secured Party (all hereinafter called the "Obligations"), Debtor does hereby grant and convey to BorrowerSecured Party, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upondoes hereby assign as collateral security to Secured Party, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the following Collateral (as adjusted pursuant such term is used in Article 9 of the New York Uniform Commercial Code) now owned or hereafter acquired by Debtor or in which Debtor now has or at any time in the future may acquire any right, title or interest (collectively, the "Collateral"): a. Debtor's portfolio of loans receivable from parties who have borrowed monies from Debtor together with any guarantees thereon, and all other obligations owing to Section 9the Debtor; b. Investment securities acquired by Debtor as a result of making any investment in a small concern arising out of Debtor's operations as a Specialized Small Business Investment Company, including stocks, bonds, debentures, notes receivable, options, warrants and all other similar investment securities, instruments and participation agreements/interests carried as assets by Debtor; c. All of Debtor's furniture, fixtures, machinery, contract rights, accounts receivable, and all tangible and intangible assets, including but not limited to all computer software and any New York City taxi medallion rights, now owned or later acquired; and d. All security interests of Debtor in any New York City taxi medallion acquired as collateral for Debtor's loans to its borrowers. Debtor and Secured Party further agree that Debtor shall have thirty (30) days from the date hereof to Borrower no later than assign to the Cutoff Time Custodian (as hereinafter defined) on such day or, if such day is not behalf of the Senior Lenders (as hereinafter defined) and the Secured Party fifty (50%) percent of all security interests of Debtor in any New York City Taxi medallion which secures a day on which a transfer loan made by Debtor and an additional thirty (30) days to assign the balance of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loanssecurity interests; provided, however, Secured Party agrees that such substituted Collateral Debtor shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value reasonable period of time beyond such that sixty (60) day period to assign those security interests which collateralize loans with respect to which Debtor has not, as of the aggregate Market Value date hereof, received a copy of such substituted Collateralthe recorded UCC-1 Financing Statement from the applicable recorder's office. e. All proceeds and products from all Collateral covered by this Security Agreement, together with all other substitutions and replacements of such Collateral for Loans in which the party substituting and all proceeds therefrom, and whether or not such Collateral is acting as Borrowermaintained at Debtor"s offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, shall equal ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or exceed elsewhere. To the agreed upon Margin Percentage extent that the same may be necessary, Debtor does hereby assign to Secured Party all of the Market Value of the Loaned Securities. 4.6 Prior its rights in and to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than Collateral as collateral security for the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to LenderObligations.

Collateral. 4.1 Unless otherwise agreed, Borrower shallwill, prior to or concurrently with the transfer of the Loaned Securities Assets to Borrower, but in no case later than the Close of Business on the day date of such transferthe transfer of the Loaned Assets, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned SecuritiesDigital Assets. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall will be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. , and Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the CollateralCollateral and the account in which the Collateral is held, which shall will attach upon the transfer of the Loaned Securities Assets by Lender L▇▇▇▇▇ to Borrower and which shall will cease upon the transfer return of the entire Loaned Securities Assets by Borrower to Lender. Borrower and L▇▇▇▇▇ intend and agree that the Collateral is and shall at all times be considered “financial assets,” and that Lending Service Provider as the holder of such assets pursuant to that certain agreement between Lending Service Provider and Borrower is and shall at all times be considered B▇▇▇▇▇▇▇’s “securities intermediary,” as such terms are defined in Article 8 of the UCC. Moreover, Borrower and L▇▇▇▇▇ further agree that the only instructions or entitlement orders that shall be given to Lending Service Provider in regard to or in connection with the Collateral or the account in which the Collateral is held shall be given by Lender and that such instructions or entitlement orders may be followed by Lending Service Provider without notice to or consent from Borrower. B▇▇▇▇▇▇▇ further agrees not to (a) issue instructions to transfer all or any portion of the Collateral to another securities intermediary or any other party, (b) apply for asset withdrawal privileges, or (c) request or apply for any margin loan from Lending Service Provider secured by the Collateral. So long as this Agreement is in effect, Lending Service Provider shall provide Lender with statements of account with respect to the securities account in which the Collateral is held at such times and with such frequency as Lender may request. The foregoing notwithstanding, nothing herein shall impose or create any obligations or duties upon Lending Service Provider greater than or in addition to the customary and usual obligations and duties of Lending Service Provider to Borrower except and to the extent Lending Service Provider shall henceforth accept instructions in connection with the Collateral and the securities account in which the Collateral is held and except to the extent that Lending Service Provider has assumed such obligations and duties as expressly set forth in this Agreement. In addition to the rights and remedies given to Lender hereunder, Lender shall L▇▇▇▇▇ will have all the rights and remedies of a secured party under the UCC. It is understood that Lender An obligation to transfer Collateral under this Agreement may use or invest be satisfied by the CollateralLending Service Provider holding such Collateral for the benefit of the Lender, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of and an obligation to return Collateral may be accomplished satisfied by appropriate identification on the books Lending Service Provider releasing such Collateral to Borrower, provided such transfer or return is otherwise in accordance with Section 15. 4.3 Lending Service Provider hereby expressly acknowledges and records agrees to the terms and conditions herein. Without limiting the generality of Lender if it the foregoing, Lending Service Provider expressly agrees that the Collateral is a and at all times shall be treated as “securities intermediaryfinancial assets” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer and agrees to Lender of accept and act solely on instructions and entitlement orders with respect thereto and with respect to the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer account into which the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to deposited from Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to without further consent of Borrower. Through these provisions, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender Lending Service Provider (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, Borrower’s securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (bintermediary) have a Market Value such that expressly agreed to treat the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities“financial assets. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.”

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with (a) As continuing security for the transfer repayment of the Loaned Securities Loan Amount, the Borrower hereby grants, assigns, pledges and conveys as collateral security to BorrowerCGMI a first priority lien and security interest in: (i) all shares of Stock and other securities on deposit in the Account, but (ii) any cash now or hereafter on deposit in no case later than the Close of Business on the day of such transferAccount, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations (iii) all securities issued or issuable in respect of such the shares of Stock on deposit in the Account as a result of any share split, reorganization, merger or similar event, (iv) all property substituted by the Borrower for other property held as Collateral in accordance with this Agreement, and (v) subject to the provisions below, all dividends, interest, distributions and proceeds of the property described in clauses (i) – (iv) above. The property described in clauses (i) –(v) is referred to in this Agreement as the “Collateral”. Unless an “event of default” as defined in Section 7 has occurred and is continuing under this Agreement, and CGMI shall have notified the Borrower in writing that CGMI is then entitled to payment of the Loan Amount as secured party hereunder, the Borrower shall be entitled to receive and retain for its own use any other obligations of cash in the Account, including cash distributions, interest, and cash dividends paid with respect to the Stock, subject to the restrictions described in Section 4(c). CGMI agrees to use the Collateral only for the purposes specifically described in this Agreement. (b) In order for the Borrower to Lender hereunder. obtain Advances in excess of four hundred million dollars ($400,000,000), the Borrower hereby pledges with, assigns toshall provide CGMI with written notice of such a request, and grants Lender a continuing first priority security interest in, and a lien upon, shall either cash collateralize such excess Advances or deposit into the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all Account U.S. Treasury securities or other assets bonds rated “investment grade” by M▇▇▇▇’▇ and/or Standard & Poors that are acceptable to CGMI (“Investment Grade Bonds”) prior to disbursement of the requested Advance. The amount of U.S. Treasury securities or Investment Grade Bonds to be deposited will be specified by CGMI in its possessionreasonable discretion consistent with its credit risk analysis. Lender Upon such deposit, such cash and/or securities (including interest paid thereon and the proceeds thereof) will constitute Collateral. CGMI will not be required to make any Advances to the Borrower in excess of four hundred million dollars until such deposit is made by the Borrower. (c) The Borrower may Retransfer Collateral only withdraw or substitute (ai) if Lender is a Broker-Dealer cash or cash equivalents or (bii) securities or other property reasonably acceptable to CGMI for any property in the Account constituting all or part of the Collateral as security for the Loan Amount so long as (i) no “event of a Default default” exists and is continuing or would result therefrom and (ii) any minimum equity level required by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral law continues to be substituted, and on deposit in the applicable method of transfer), substitute Collateral for Collateral securing any Loan or LoansAccount; provided, however, that no withdrawal may be made by the Borrower if after such substituted Collateral shall withdrawal the total amount of “equity” in the Account (aincluding cash and cash equivalents) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and is less than fifty percent (b50%) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value (including cash and cash equivalents) of the Loaned Securities. 4.6 Prior to Collateral. (For purposes of this Agreement, “equity” means the expiration of any letter of credit supporting Borrower’s obligations hereunderownership interest in the Account, Borrower shall, no later than which is computed by adding the Extension Deadline, (a) obtain an extension amount that represents the current Market Value of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to Collateral and subtracting the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to LenderLoan Amount principal balance and any “short position” in the Account).

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-DealerBroker­Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer Broker­Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 3.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of to such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4. If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5. Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6. Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 Unless otherwise agreed3.1 Concurrently with the Delivery of the Loaned Securities, Borrower shall, prior shall Deliver to or concurrently with Lender Collateral in an amount equal to the transfer percentage of the market value of the Loaned Securities as agreed to Borrower, but in no case later by the parties (the "Margin Percentage") which shall be not less than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage 100% of the Market Value market value of the Loaned Securities. Collateral may be composed of cash delivered in the form of certified cheque or bank draft, Government of Canada Treasury debt obligations and such other securities as are agreed to pursuant to Section 2.1. 4.2 3.2 Lender shall from time to time permit the substitution by Borrower of such other securities as Lender may permit for the Collateral previously Delivered to Lender pursuant to this Agreement (herein called the "Substituted Collateral"). The Substituted Collateral shall be held by Lender for the same purpose and subject to the same terms and conditions as the original Collateral Delivered to Lender by Borrower. Borrower shall pay to Lender a substitution fee as agreed by the parties, in respect of each substitution of Collateral which substitution fee shall be paid on the next following date for the payment of fees due pursuant to Section 4 hereof. 3.3 The Collateral transferred Delivered by Borrower to Lender, as adjusted pursuant to Section 98 below, shall be security for all Borrower’s 's present and future obligations in respect of such Loan arising from this Agreement, and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, in and a lien upon, and pledges with and assigns to Lender the Collateral, which shall attach upon the transfer Delivery of the Loaned Securities by Collateral to Lender to Borrower and which shall cease upon the transfer Redelivery of the Loaned Securities by Borrower Collateral to LenderBorrower. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCPersonal Property Security Act (Ontario), as amended from time to time. It is understood that at its own risk, Lender may use or invest the Collateral, if such consists of cash, at and that Lender may pledge, repledge, hypothecate, rehypothecate, commingle with other collateral or its own riskassets, but the Collateral, if such consists of other than cash upon terms and conditions that (unless Lender is a Broker-Dealer) Lender shall, during do not impair the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in Borrower's right to redeem the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCCCollateral. 4.3 3.4 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to in Section 613 or 14 hereunder, Lender shall be obligated to transfer Redeliver the Collateral (as adjusted pursuant to Section 9) to Borrower no later than on termination of the Cutoff Time on such day or, if such day is not a day on which a transfer Loan and upon Redelivery to Lender of such Collateral may be effected under Section 15, the next day on which such a transfer may be effectedLoaned Securities. 4.4 If 3.5 If, on any Business Day, Borrower transfers Delivers the Collateral to Lender, as provided in Section 4.1for a Loan, and Lender does not transfer Deliver the Loaned Securities to Borrower, for the Loan as required hereunder Borrower shall have the absolute right to the return Redelivery of that Collateral and the CollateralLender shall hold that Collateral in trust for the Borrower until such Redelivery; and if if, on any Business Day, Lender transfers Delivers Loaned Securities to Borrower for a Loan and 2■2000 Master Securities Loan Agreement Borrower does not transfer Deliver Collateral to Lender for the Loan as provided in Section 4.13.1, Lender shall have the absolute right to the return Redelivery of the Loaned Securities. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, Securities and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral Borrower shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of hold the Loaned SecuritiesSecurities in trust for the Lender until such Redelivery. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender hold for Lender’s benefit Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 4.2. The Collateral transferred held by Borrower to for Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition Lender will be deemed to have transferred Loaned Securities to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and therefore not subject to the rights and remedies given general possession or control requirements of Exchange Act rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books date Borrower 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 continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and records of Lender if it is a “securities intermediary” within the meaning of the UCCBorrower. 4.3 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer the hold Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on such day or, if such day is not a day on which a transfer behalf of such Collateral may be effected under Section 15, the next day on which such a transfer may be effectedLender. 4.4 4.4. If Borrower transfers holds Collateral to for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of release the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer hold Collateral to for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender ▇▇▇▇▇▇ shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “"securities intermediary” " within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender ▇▇▇▇▇▇ does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations ▇▇▇▇▇▇▇▇'s obligation hereunder, Borrower ▇▇▇▇▇▇▇▇ shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is The Collateral will be held by Borrower in a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCCsegregated account. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on such day day, or, if such day is not a day on which a transfer of such Collateral collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shallwill, prior to or concurrently with the transfer of the Loaned Securities Assets to Borrower, but in no case later than the Close of Business on the day date of such transferthe transfer of the Loaned Assets, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned SecuritiesAssets. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall will be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. , and Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the CollateralCollateral and the account in which the Collateral is held, which shall will attach upon the transfer of the Loaned Securities Assets by Lender L▇▇▇▇▇ to Borrower and which shall will cease upon the transfer return of the entire Loaned Securities Assets by Borrower to Lender. Borrower and L▇▇▇▇▇ intend and agree that the Collateral is and shall at all times be considered "financial assets," and that Lending Service Provider as the holder of such assets pursuant to that certain agreement between Lending Service Provider and Borrower is and shall at all times be considered B▇▇▇▇▇▇▇'s "securities intermediary," as such terms are defined in Article 8 of the UCC. Moreover, Borrower and L▇▇▇▇▇ further agree that the only instructions or entitlement orders that shall be given to Lending Service Provider in regard to or in connection with the Collateral or the account in which the Collateral is held shall be given by Lender and that such instructions or entitlement orders may be followed by Lending Service Provider without notice to or consent from the Borrower. B▇▇▇▇▇▇▇ further agrees not to (a) issue instructions to transfer all or any portion of the Collateral to another securities intermediary or any other party, (b) apply for asset withdrawal privileges, or (c) request or apply for any margin loan from Lending Service Provider secured by the Collateral. So long as this Agreement is in effect, Lending Service Provider shall provide Lender with statements of account with respect to the securities account in which the Collateral is held at such times and with such frequency as Lender may request. The foregoing notwithstanding, nothing herein shall impose or create any obligations or duties upon Lending Service Provider greater than or in addition to the customary and usual obligations and duties of Lending Service Provider to Borrower except and to the extent Lending Service Provider shall henceforth accept instructions in connection with the Collateral and the securities account in which the Collateral is held and except to the extent that Lending Service Provider has assumed such obligations and duties as expressly set forth in this Agreement. In addition to the rights and remedies given to Lender hereunder, Lender shall L▇▇▇▇▇ will have all the rights and remedies of a secured party under the UCC. It is understood that Lender An obligation to transfer Collateral under this Agreement may use or invest be satisfied by the CollateralLending Service Provider holding such Collateral for the benefit of the Lender, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of and an obligation to return Collateral may be accomplished satisfied by appropriate identification on the books Lending Service Provider releasing such Collateral to Borrower, provided such transfer or return is otherwise in accordance with Section 15. Lender and records Lending Service Provider shall not substitute or deliver any other type of cryptocurrency, digital asset, fiat currency, or other form of property in place of the originally pledged type of Collateral. Lender if it and Lending Service Provider acknowledge and agree that B▇▇▇▇▇▇▇’s Collateral consists solely of the specific type of financial assets identified as Collateral at the time of transfer (as provided under Section 4.1), and, except as provided in Section 4.7, no substitutions, conversions, or replacements of another type of financial asset are permitted under any circumstances. 4.3 Lending Service Provider hereby expressly acknowledges and agrees to the terms and conditions herein. Without limiting the generality of the foregoing, Lending Service Provider expressly agrees that the Collateral is a “securities intermediary” and at all times shall be treated as "financial assets" within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer and agrees to Lender of accept and act solely on instructions and entitlement orders with respect thereto and with respect to the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer account into which the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to deposited from Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to without further consent of Borrower. Through these provisions, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender Lending Service Provider (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, Borrower's securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (bintermediary) have a Market Value such that expressly agreed to treat the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities"financial assets. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender."

Collateral. 4.1 Unless otherwise agreedAll collateral is stored at the Company’s principal place of business located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇, Borrower shall▇▇▇▇▇▇▇, prior to or concurrently with ▇▇ ▇▇▇▇▇.. The Company does not own any real estate the transfer of Secured Parties identified therein (the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal “Security Agreement”) Reference is made to the Margin Percentage of Security Agreement as defined above; capitalized terms used herein and not otherwise defined herein shall have the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower meanings given to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest terms in, and a lien uponor by reference in, the Collateral, which shall attach Security Agreement. The undersigned hereby agrees that upon the transfer delivery of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition this Additional Debtor ▇▇▇▇▇▇ to the rights and remedies given Secured Parties referred to Lender hereunderabove, Lender the undersigned shall (a) be an Additional Debtor under the Security Agreement, (b) have all the rights and remedies obligations of a secured party the Debtors under the UCC. It is understood that Lender may use or invest Security Agreement as fully and to the Collateral, same extent as if such consists of cash, at its own risk, but that the undersigned was an original signatory thereto and (unless Lender is a Broker-Dealerc) Lender shall, during be deemed to have made the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books representations and records of Lender if it is a “securities intermediary” within the meaning warranties set forth therein as of the UCC. 4.3 Except date of execution and delivery of this Additional Debtor Joinder (except to the extent such representation or warranty specifically refers to an earlier date). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN. Attached hereto are supplemental and/or replacement Schedules to the Security Agreement, as otherwise provided herein, upon transfer to Lender applicable. Attached hereto is an original Guaranty executed by the undersigned and delivered herewith. An executed copy of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender this Additional Debtor Joinder shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right delivered to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substitutedSecured Parties, and the applicable method of transfer)Secured Parties may rely on the matters set forth herein on or after the date hereof. This Additional Debtor Joinder shall not be modified, substitute Collateral for Collateral securing any Loan amended or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral terminated without the prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage written consent of the Market Value of the Loaned SecuritiesSecured Parties. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent (the “Agent”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender or, if an omnibus account, in the name of all Lenders. By executing this Agreement, Lender hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, Lender agrees that Agent may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Collateral deposited into the Custody Account must be allowable collateral as identified in Annex B to this Agreement. Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the will be deemed to have transferred Loaned Securities by Lender to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Rule 15c3- 3(b)(3) under the Exchange Act and which shall cease upon therefore not subject to the transfer general possession or control requirements of the Exchange Act Rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender on the date Borrower 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 continue to be borrowed by Borrower pursuant to Lender. In addition to the rights any hypothecation agreement between Lender and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities.shall 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Annex B to this Agreement, and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreedThe word "Collateral" means and includes without limitation all property and assets granted as collateral security for a Loan, Borrower shallwhether real or personal property, prior to whether granted directly or concurrently with indirectly, whether granted now or in the transfer future, and whether granted in the form of a security interest, mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract or otherwise. Debt. The word "Debt" means all of Borrower's liabilities excluding Subordinated Debt. ERISA. The word "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. Event of Default. The words "Event of Default" mean and include without limitation any of the Loaned Securities to Borrower, but Events of Default set forth below in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage section titled EVENTS OF DEFAULT." Grantor. The word "Grantor" means and includes without limitation each and all of the Market Value persons or entities granting a Security Interest in any Collateral of the Loaned Securities. 4.2 Indebtedness, including without limitation all Borrowers granting such a Security Interest. Guarantor. The Collateral transferred by Borrower to Lenderword "Guarantor" means and includes without limitation each and all of the guarantors, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns tosureties, and grants Lender a continuing first priority security interest in, accommodation parties in connection with any Indebtedness. Indebtedness. The word "Indebtedness" means and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have include without limitation all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting obligations, debts and liabilities of Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower, shall equal or exceed the agreed upon Margin Percentage any one or more of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunderthem; whether now or hereafter existing, voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated; whether Borrower shallmay be liable individually or jointly with others; whether Borrower may be obligated as a guarantor, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substitutedsurety, or (c) transfer otherwise; whether recovery upon such other Collateral to Lender as Indebtedness may be acceptable or hereafter may become barred by any statute of limitations; and whether such Indebtedness may be or hereafter may become otherwise unenforceable. Lender. The word "Lender" means BANK ONE, COLORADO, N.A., its successors and assigns. Liquid Assets. The words "Liquid Assets" mean Borrower's cash on hand plus Borrower's readily marketable securities. Loan. The word "Loan" or "Loans" means and includes without limitation any and all commercial loans and financial accommodations from Lender to LenderBorrower, whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time.

Collateral. 4.1 Unless otherwise agreed, Borrower IB shall, prior to or concurrently with the transfer of the Loaned Securities to BorrowerIB, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower IB to the Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s IB's obligations in respect of such Loan and for any other obligations of Borrower IB to Lender hereunder. Borrower IB hereby pledges with, assigns to, to and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower IB and which shall cease upon the transfer of the Loaned Securities by Borrower IB to Lender. In addition to the rights and remedies given to Lender hereunder, Lender ▇▇▇▇▇▇ shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” intermediary within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer, and hereby authorizes IB to effect the transfer of, the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time IB on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. IB will be deemed to have returned Loaned Securities to Lender on the date IB 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 continue to be borrowed by IB pursuant to any rehypothecation agreement between Lender and IB. 4.4 If Borrower IB transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to BorrowerIB, Borrower IB shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower IB and 2■2000 Master Securities Loan Agreement Borrower IB 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), IB may substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities securities, or other property that Borrower IB and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerLoans, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration Where Collateral in respect of any letter Loan is provided to Lender in the form of credit supporting Borrower’s obligations hereundercash deposited at a bank or cash or other eligible Collateral deposited with a securities intermediary, Borrower shallin each case in an account in the name of IB pledged to Lender, no later than the Extension Deadlineand subject to a deposit account control agreement or securities account control agreement, respectively (a) obtain an extension each, a "Pledge Account"), ▇▇▇▇▇▇ agrees that, prior to Lender's delivery of the expiration a notice of exclusive control to such letter of creditbank or securities intermediary, (b) replace IB may make deposits to and withdrawals from any such letter of credit by providing Pledge Account in accordance with this Section 4 without further consent from Lender. Lender hereby consents to IB sharing information about Lender with a substitute letter such bank or securities intermediary for the purpose of credit in an amount at least equal to establishing the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to LenderPledge Account.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be As security for Borrower’s obligations in respect of such Loan and for any other obligations all indebtedness of Borrower to Lender hereunderBank and its affiliates subject hereto, Borrower hereby grants to Bank security interests of first priority in all Borrower's assets in all Borrower's obligations hereunder and all other Loan Documents executed herewith, including the ▇▇▇▇▇ Fargo Commercial MasterCard Customer Agreement ("Card Agreement"), as Card Agreement may be amended, modified, restated, extended, increased, and/or rearranged from time to time (collectively the "INDEBTEDNESS"). Borrower hereby pledges withand Bank acknowledge and agree that the above sentence does not give Borrower the right to extend or increase its obligations to Bank beyond the ones created on even date herewith without MILLC's and MCA's written approval. As additional security for the Indebtedness of Borrower to Bank hereunder, assigns toBorrower shall cause MCA and M-I L.L.C., a Delaware limited liability company ("MILLC"), to grant to Bank security interests of first priority in all of MCA's and grants Lender MILLC's respective outstanding limited liability company interests of the Borrower. Borrower shall also cause MCA and MILLC (collectively referred to herein as the "BUSINESS VENTURES OWNERS") to evidence any loans made by the Business Venture Owners as of the date hereof, which constitute inter-company debt, by requiring the parties to such loans to execute a continuing promissory note in form and substance satisfactory to Bank and to collaterally assign to and deliver possession of such promissory notes to Bank. It is agreed and understood that the grant to Bank of security interests in said promissory notes shall be at all times a first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer therein. All of the Loaned Securities foregoing shall be evidenced by Lender and subject to the terms of such security agreements, financing statements, deeds of trust and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall reimburse Bank immediately upon demand for all costs and which shall cease upon the transfer expenses incurred by Bank in connection with any of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factorsforegoing security, including industry practicewithout limitation, the type filing and recording fees and costs of Collateral to be substitutedappraisals, audits and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securitiestitle insurance. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for BorrowerBorrower ’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting BorrowerBorrower ’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior shall provide as collateral an amount of U.S. Dollars or Digital Currency to or concurrently with be determined and agreed upon by the transfer Borrower and Lender (“Collateral”) and memorialized using the Loan Term Sheet attached as Exhibit B. The Collateral will be defined as a percentage of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage value of the Market Value of borrowed Digital Currency and/or Dollars, such value determined by a spot rate agreed upon in the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, Loan Term Sheet. Lender shall be security for Borrower’s obligations in respect of such Loan entitled to use the Collateral to conduct its digital currency lending and borrowing business, including transferring the Collateral to other non-Galaxy bank accounts, or for any other obligations of purpose not prohibited by this Agreement. Borrower shall assign and pledge to Lender hereunder. Borrower hereby pledges with, assigns toall Collateral required to be provided pursuant to this Agreement, and grants shall grant a first priority security interest therein, a Lien thereon, and in the event of a default hereunder a right of set-off against any amounts owed by Lender to Borrower pursuant to this Agreement. Further, all Collateral provided by Borrower shall be subject to a general lien and a continuing first priority security interest, in each case securing the discharge of all obligations and liabilities of the Borrower, whether now existing or hereafter arising (including any interest inand fees that may accrue after the commencement by or against the Borrower of any bankruptcy, insolvency, reorganization or similar proceeding), and a lien upon, the irrespective of whether or not Lender has made any advances in connection with such Collateral, and irrespective of the number of accounts Borrower may have with Lender. Lender shall hold, and be in control of, all Collateral in a custodial account provided by a third-party custodian (“Custodian”). The Custodian shall hold such Collateral in an account in the name of the Lender which shall attach upon be considered, for the transfer purposes of the Loaned Securities by Lender to Borrower Agreement as titleholder, lienholder, and which shall cease upon the transfer entitlement holder of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning until redelivery of the UCCLoan (along with due interest) by the Borrower. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re- register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted -------- ------- Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■⏹2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to 100% of the Margin Percentage Market Value of the securities, but not to exceed 102% of the Market Value of the Loaned Securities. To protect the Lender, in the event Borrower defaults, the Collateral will consist of cash or cash equivalent securities that is deposited with a bank as defined in Exchange Act Rule 15c3-3(a)(7) (the “Bank”) in an account titled to reflect the manner in which Lender Collateral is being held for the Lender’s benefit in accordance with Exchange Act Rule 15c3-3(b)(3) (the “Collateral Account”). The Collateral will be transferred each business day from Altruist into the Collateral Account for the benefit of Lender pursuant to internal Altruist procedures designed to support the movement, validation and monitoring of collateral transfers. 4.2 4.2. Borrower shall be deemed to have transferred Collateral to Lender upon transfer of the Collateral to the Collateral Account in the manner described herein. The Collateral transfer will occur each business day no later than the end of business and be calculated based upon the prior night’s published closing price for each Loaned Security. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 910, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Collateral Agent for the benefit of Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunderCollateral Agent for the benefit of Lender, Collateral Agent on behalf of Lender shall have all the rights and remedies of a secured party under the UCC. It ▇▇▇▇▇▇ understands and agrees that the Collateral transferred to the Bank for ▇▇▇▇▇▇’s benefit will be deposited into one or more accounts which also contain collateral pledged for securities loans made between Altruist and other lenders of securities to Altruist and that the Collateral in such account is understood that allocated to Lender may use in accordance with the calculations contained in Section 10 of this Agreement. Borrower will initiate a Loan by transferring Loaned Securities from Lender pursuant to Exchange Act Rule 15c3-3(b)(3), therefore not causing the Loaned Securities to be subject to the general possession or invest the Collateral, if such consists control requirements of cash, at its own risk, but that (unless Lender is a BrokerExchange Act Rule 15c3-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC3(b). 4.3 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 67, Lender shall be obligated to transfer, and hereby authorizes Borrower to effect the transfer of, the Collateral (as adjusted pursuant to Section 910) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 4.4. If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan Loan, and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Broker- Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-register Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Broker- Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factorsfacts, including industry practice, the type of Collateral to be substituted, substituted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such -------- ------- substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 (a) Unless otherwise agreedagreed by Borrower and Lender, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities Shares to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Custodian, for credit to the Collateral Account, Collateral selected by Borrower with a Market Margin Value at least equal to the Margin Percentage of the Market Value of the Loaned SecuritiesShares as of the close of business on the Business Day immediately preceding the date of such transfer. 4.2 The (b) Any Collateral transferred by Borrower to Lender, as adjusted Custodian pursuant to Section 9, Sections 3 or 4 and credited to the Collateral Account shall be security for Borrower’s obligations in respect of such Loan the Loaned Shares and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Shares by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities Shares by Borrower to LenderLender or upon the transfer of any such Collateral to Borrower in accordance with the terms of this Agreement. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Except as expressly provided for in Section 12, Lender may not use or invest the Collateral and shall not deliver any instruction to Custodian regarding the use or investment of Collateral, if such consists of cash, at its own risk, but that (unless Lender is has delivered a Broker-Dealer) Lender shall, during the term Notice of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only Exclusive Control to Custodian (a) if Lender is with a Broker-Dealer or (bcopy to Borrower) in accordance with the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning terms of the UCCControl Agreement. 4.3 (c) Except as otherwise provided herein, upon the transfer to Lender of the Loaned Securities on the day a Loan is terminated Shares pursuant to Section 6, Lender Collateral selected by Borrower with a Margin Value equal to the Market Value of the Loaned Shares so transferred shall be obligated released to Borrower, but only to the extent that immediately following such transfer of Collateral no Collateral Deficit would exist; provided that Loaned Shares pledged as Collateral may, at Borrower’s instruction, be released from the Collateral (Account and transferred to Lender as adjusted pursuant to provided in Section 9) to Borrower 6(e). Such transfer of Collateral shall be made no later than the Cutoff Time on such the day orthe Loaned Shares are transferred, or if such day is not a day on which a transfer of such Collateral may be effected under Section 1513, or if the transfer of Loaned Shares by Lender to Borrower occurs after the Cutoff Time on such day, then in each case the next day on which such a transfer may be effected. Notwithstanding anything to the contrary herein, if all Loans are terminated by Borrower pursuant to Section 6 (whether upon the occurrence of a Lender Default or otherwise), all Collateral shall be immediately released to Borrower upon the transfer to Lender of the Loaned Shares; provided that Loaned Shares pledged as Collateral may, at Borrower’s instruction, be released from the Collateral Account and transferred to Lender as provided in Section 6(e). 4.4 (d) If Borrower transfers Collateral to LenderCustodian, as provided in this Section 4.13, and Lender does not transfer the relevant Loaned Securities Shares to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers the relevant Loaned Securities Shares to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender Custodian as provided in this Section 4.13, Lender shall have the absolute right to the return of the relevant Loaned SecuritiesShares. 4.5 (e) Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer)Custodian, substitute Cash or Non-Cash Collateral for Collateral securing any Loan or Loans; provided, however, provided that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Margin Value such that the aggregate Market Margin Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerCollateral, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension Shares as of the expiration date of such letter substitution; and provided further that Borrower may not substitute Cash or Non-Cash Collateral other than Loaned Shares for Collateral securing any Loan or Loans if at the time of credit, (b) replace such letter of credit by providing Lender with substitution a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it Borrower Default has occurred and is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lendercontinuing.

Collateral. 4.1 (a) Unless otherwise agreedagreed by Borrower and Lender, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business 10:00 a.m. New York time on the second Business Day immediately following any day of such transferon which a Credit Downgrade has occurred, transfer to Lender Collateral Agent, for deposit to the Collateral Account, Collateral with a Market Value at least equal to the Margin Collateral Percentage of the Market Value of the Loaned SecuritiesShares as of the close of business on the Business Day immediately preceding such transfer (any such date, a “Pledge Date”). 4.2 The (b) During any Pledge Period, any Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, Collateral Agent shall be security for Borrower’s obligations in respect of such Loan the Loaned Shares and for any other obligations of Borrower to Lender hereunder. Borrower hereby on the Pledge Date pledges with, assigns to, and grants Collateral Agent for the benefit of Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Shares by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities Shares by Borrower to Lender, a Credit Upgrade or upon the transfer of such Collateral to Borrower in accordance with the terms of this Agreement. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood To provide for the effectiveness, validity, perfection and priority of Lender’s rights as a secured party, Borrower acknowledges that Collateral Agent has obtained control of any financial assets included in the Collateral (or shall have obtained control upon posting of such Collateral pursuant to the terms contained herein) within the meaning of Sections 8-106 and 9-106 of the UCC. Collateral Agent acknowledges that it has control of the Collateral (or shall have control upon posting of such collateral pursuant to the terms contained herein) on behalf of Lender within the meaning of Section 8-106(d)(1) of the UCC. Notwithstanding anything to the contrary herein, Lender may not use or invest the Collateral and Collateral Agent shall take no instruction from Lender regarding the use or investment of Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during . Promptly upon the term termination of any Loan hereunderPledge Period, segregate the Collateral from Agent shall release to the Borrower all securities of the Collateral. (c) The Borrower further agrees that if so requested by the Collateral Agent at any time, to promptly execute all documents (including any security agreements and transfers) and do all things (including the delivery, transfer, assignment or other assets in payment of all or part of the Collateral to the Collateral Agent or its possession. Lender nominee(s)) that the Collateral Agent may Retransfer Collateral only reasonably specify for the purpose of (a) if Lender is a Broker-Dealer exercising the rights to the Collateral or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books securing and records of Lender if it is a “securities intermediary” within the meaning perfecting its security over or title to all or any part of the UCCCollateral (including transferring the Collateral into the name of the Collateral Agent or its nominee(s)). 4.3 (d) Except as otherwise provided herein, upon the transfer to Lender of the Loaned Securities on the day a Loan is terminated Shares pursuant to Section 6, Lender Collateral Agent shall release to Borrower Collateral with a Market Value equal to the Collateral Percentage of the Market Value of the Loaned Shares so transferred but only to the extent that immediately following such transfer of Collateral, no Collateral Deficit would exist. Such transfer of Collateral shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower made no later than the Cutoff Time on such the day orthe Loaned Shares are transferred, or if such day is not a day on which a transfer of such Collateral may be effected under Section 1513, or if the transfer of Loaned Shares by Lender to Borrower occurs after the Cutoff Time on such day, then in each case the next day on which such a transfer may be effected. 4.4 (e) If Borrower transfers Collateral to LenderCollateral Agent, as provided in this Section 4.13, and Lender does not transfer (or has not transferred) the Loaned Securities Shares to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities Shares to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender Collateral Agent as provided in this Section 4.13, Lender shall have the absolute right to the return of the Loaned SecuritiesShares. 4.5 (f) Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of and Collateral to be substituted, and the applicable method of transfer)Agent, substitute Collateral for Collateral securing any Loan or Loans; provided, however, provided that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerCollateral, shall equal or exceed the agreed upon Margin Collateral Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension Shares as of the expiration date of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lendersubstitution.

Collateral. 4.1 Unless otherwise agreed, Borrower 3.1. Fidelity shall, prior to or concurrently with the transfer of the Loaned Securities to BorrowerFidelity, but in no case later than the Close of Business on the day of such transfer, transfer provide to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 3.2. The Collateral transferred by Borrower to LenderCollateral, as adjusted pursuant to Section 9Sections 8 and 12, shall be constitute security for BorrowerFidelity’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLoan. Borrower Fidelity hereby pledges with, assigns to, and grants Lender ▇▇▇▇▇▇ a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower Fidelity and which shall cease upon the transfer of the Loaned Securities by Borrower Fidelity to Lender. Fidelity will be deemed to have transferred Loaned Securities to Lender on the date Fidelity treats such securities as customer securities subject to Exchange Act Rule 15c3-3(b), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Fidelity pursuant to any hypothecation agreement, including a margin agreement, between Lender and Fidelity. In addition to the rights and remedies given to Lender hereunder, Lender ▇▇▇▇▇▇ shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 3.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower Fidelity 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 1512, the next day on which such a transfer may be effected. 4.4 3.4. If Borrower Fidelity transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to BorrowerFidelity, Borrower Fidelity shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower Fidelity and 2■2000 Master Securities Loan Agreement Borrower Fidelity does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), 3.5. Fidelity may substitute Collateral for other Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior . In connection with the transfer of Collateral to a custodian appointed by ▇▇▇▇▇▇, ▇▇▇▇▇▇ hereby authorizes Fidelity to increase or decrease the expiration amount of any letter Collateral held by such custodian for the benefit of credit supporting Borrower’s obligations hereunderLender, Borrower shall, no later than provided that at all times the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with Collateral shall have a substitute letter of credit in an amount Market Value at least equal to the amount Margin Percentage of the letter Market Value of credit for which it is substitutedthe Loaned Securities. In addition, or (c) transfer such other ▇▇▇▇▇▇ hereby authorizes Fidelity to instruct ▇▇▇▇▇▇’s custodian to return Collateral to Fidelity upon termination of a Loan and the transfer to lender of the Loaned Securities. 3.6. ▇▇▇▇▇▇ acknowledges that Fidelity shall be entitled to receive all interest, dividends and other investment income earned on the Collateral. 3.7. ▇▇▇▇▇▇ hereby agrees that Fidelity may provide information in its possession concerning Lender as may be acceptable to Lenderany custodian appointed by the Lender only to the extent necessary to enable the custodian to perform its obligations in connection with providing Lender custody of Collateral and related services.

Collateral. 4.1 Any and all Cryptocurrency purchased by the Borrower using borrowed Cryptocurrency shall be automatically deemed Lender’s Collateral being a security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Unless otherwise agreednotified by the Lender, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities Cryptocurrency to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a market value at least equal to the Margin Threshold. Borrower shall be deemed to have transferred Collateral to Lender by crediting Lender's Exchange Account carried by Borrower with Collateral with a Market Value at least equal to the Margin Percentage Threshold of the Market Value of the Loaned Securities. 4.2 Cryptocurrency. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9Clause 7.4, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Cryptocurrency by Lender ▇▇▇▇▇▇ to Borrower and which shall cease upon the transfer of the Loaned Securities Cryptocurrency by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 7.2.1. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities Cryptocurrency on the day a Loan is terminated pursuant to Section 6Clause 7.5, Lender shall be obligated to transfer, and hereby authorizes Borrower and/or EXSCUDO to effect the transfer of, the Collateral (as adjusted pursuant to Section 9Clause7.4) to Borrower 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 15effected, the next day on which such a transfer may be effected. 4.4 7.2.2. If Borrower transfers Collateral to Lender, as provided in Section 4.1Clause 7.2, and Lender does not transfer the Loaned Securities Cryptocurrency to Borrower, Borrower shall have the absolute right to the return of the Collateral and authorizes EXSCUDO to effect the transfer of the Collateral; and if Lender transfers Loaned Securities Cryptocurrency to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.1Clause 7.2, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 Borrower may, upon reasonable notice Cryptocurrency and authorizes EXSCUDO to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of effect the Loaned SecuritiesCryptocurrency return. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 Borrower shall be deemed to have transferred Collateral to Lender by crediting Lender’s account carried by Borrower with Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition Lender will be deemed to have transferred Loaned Securities to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and therefore not subject to the rights and remedies given general possession to control requirements of Exchange Act rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender hereunderon the date Borrower 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 shall have all the rights or continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and remedies of a secured party under the UCC. Borrower. 4.3 It is understood that Lender may use use, lend or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.4 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer, and hereby authorizes Borrower to effect the transfer of, the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 4.5 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 4.6 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 4.7 In the event Borrower and Lender agree to a Loan of Securities collateralized by a Letter of Credit, in order to enable the Issuing Bank to identify Lender and issue the Letter of Credit in favor of Lender, Lender hereby agrees that Borrower may provide information in its possession concerning Lender’s identity to the Issuing Bank. Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC,. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. .. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. „ Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC... 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.14.. 1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender...

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior (a) Prior to or concurrently simultaneously with the transfer delivery of Client’s securities to a borrower, Lending Agent shall obtain from the borrower and hold on Client’s behalf initial collateral having a market value not less than (i) 102% of the Loaned Securities market value of domestic U.S. loaned securities, (ii) 105% of the market value of foreign loaned securities or (iii) such other percentage of the market value of the loaned securities (not less than 100%) agreed to Borrowerby Client in writing (the “Initial Margin Requirement”). The collateral shall consist of (i) cash or (ii) securities issued or guaranteed by the United States Government or its agencies or instrumentalities (“Government Securities”). (b) Lending Agent will ▇▇▇▇ to market loaned securities and collateral (if the collateral is represented by Government Securities) on a daily basis, but in no case later and if at the close of trading on any business day, the market value of the collateral held by Lending Agent for loans made to any one borrower is less than 100% of the market value of the loaned securities, Lending Agent shall request from such borrower pursuant to Lending Agent’s agreement with the borrower such additional collateral so that the market value of the collateral is not less than the Close Initial Margin Requirement. Client understands that Lending Agent may be obligated to release collateral in excess of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal Initial Margin Requirement to the Margin Percentage borrower when so required by Lending Agent’s agreement with the borrower. Client expressly acknowledges and agrees that, for purposes of this Agreement, the market value of cash collateral shall be deemed to mean the principal amount of the Market Value cash collateral actually delivered by the borrower to Lending Agent and not the market value of the Loaned Securitiesinvestments purchased with such cash collateral. 4.2 The Collateral transferred by Borrower (c) Client directs Lending Agent to Lenderinvest, on Client’s behalf and for Client’s account, any cash collateral received from a borrower as set forth in Exhibit A to this Agreement, as adjusted pursuant amended from time to Section 9time (the “Authorized Investments”). Client agrees that it will execute such additional documentation, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower including but not limited to Lender hereunder. Borrower hereby pledges witha private placement subscription agreement, assigns toif applicable, and grants Lender a continuing first priority security interest in, and a lien upon, other investment documentation as may be required to invest in the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to LenderAuthorized Investments. In Client understands that in addition to the rights services provided to Client by Lending Agent, Lending Agent may provide services in connection with the Authorized Investments. Client further understands that Lending Agent may receive fees from the Authorized Investments or from entities affiliated with such Authorized Investments, which fees are calculated with reference to the amount of assets of Lending Agent clients as a whole that are invested in an Authorized Investment. Client directs that any such fees as are calculated with reference to collateral invested pursuant to this Agreement shall be treated as net realized income from collateral investments, as described in Section 2 of this Agreement. If agreed upon by Client and remedies given Lending Agent, such Authorized Investments may include investments issued or advised by, purchased through or entered into with Lending Agent or its affiliates and customers of Lending Agent or its affiliates for whom Lending Agent or an affiliate acts in any capacity, and Client authorizes Lending Agent to Lender hereunderpurchase or sell Authorized Investments to or from Lending Agent or its affiliates or other accounts held or managed by Lending Agent or its affiliates. (d) Client acknowledges that cash collateral is invested at Client’s risk and that Lending Agent does not warrant the rate of return on or guarantee the safety of such investments. Client further acknowledges that Lending Agent has no liability for purchasing or retaining any investment that at the time of purchase was an Authorized Investment. Client understands the risk of loss that may be entailed with the investment of collateral, Lender shall have has determined that the Authorized Investments are appropriate and suitable investments in light of Client’s investment objectives and expressly approves such Authorized Investments. Client accepts all investment risk (including without limitation interest rate, market, credit and liquidity risk) associated with any funds or instruments purchased or entered into with the rights and remedies cash collateral. (e) If, upon termination of any loan, whether pursuant to a Recall Notice, a termination of this Agreement or a termination of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is loan as a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension result of the expiration of such letter the term thereof or by action of creditthe borrower or Lending Agent, the cash collateral held by Lending Agent for Client’s account is less than the amount required to be returned to the borrower under Lending Agent’s agreement with the borrower (b) replace such letter whether due to losses realized on the sale of credit by providing Lender instruments purchased with a substitute letter of credit the cash collateral, or otherwise), Client will promptly provide Lending Agent with cash in an amount at least equal to the amount of any such deficiency. Any such deficiency is solely the letter responsibility of credit Client. Lending Agent shall have no responsibility for which it is substitutedany losses or deficiencies with respect to any collateral or investments under this Agreement, and Client hereby indemnifies and holds harmless Lending Agent from such responsibility. (f) If Client fails to pay amounts due under this Agreement, Client hereby authorizes Lending Agent to obtain such amounts directly from Custodian, out of Client’s accounts. As security for Client’s obligation to pay amounts due hereunder, Lending Agent shall have, and Client hereby grants, a security interest in any property of Client then held by or (c) transfer for Lending Agent, including, without limitation, any and all loaned securities returned to Lending Agent as aforesaid, and a right of setoff with respect to such other Collateral property or any amount payable by Lending Agent to Lender as may be acceptable to LenderClient.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchan- ge Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the “Agent” or “Trustee”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, ▇▇▇▇▇▇ hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, ▇▇▇▇▇▇ agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Collateral deposited into the Custody Account must be allowable collateral as identified in Annex B to this Agreement. Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the will be deemed to have transferred Loaned Securities by Lender to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Rule 15c3-3(b)(3) under the Exchange Act and which shall cease upon therefore not subject to the transfer general possession or control requirements of the Exchange Act Rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender on the date Borrower 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 continue to be borrowed by Borrower pursuant to Lender. In addition to the rights any hypothecation agreement between Lender and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided rovided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Annex B to this Agreement, and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Section 3.1 is deleted and restated as follows: "Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage of the Market Value market value of the Loaned Securities. The Margin Percentage shall equal at least the percentage applicable to the particular type of Loaned Securities specified in Annex I hereto ("Margin Percentage")." 4.2 Section 3.2 is deleted and restated as follows: "The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan and for any all other obligations of Borrower to Lender hereunderunder this Agreement. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Collateral by Borrower to Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. The Lender's rights against the Collateral as provided in this Agreement shall be absolute and subject to no counterclaim, offset, deduction or defense in favor of the Borrower. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use use, invest or invest reinvest the Collateral, if such consists Collateral consisting of cash, cash at its own risk, but that (unless and may commingle such Collateral, and the Collateral so converted by such investment, with its general assets, without any obligation to segregate the Collateral or any investment thereof. Lender is a Brokermay pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or re-Dealer) Lender shall, during register Collateral if such consists of other than cash in any name other than Borrower's. During the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6Loan, Lender shall be obligated shall, without prejudice to Borrower's rights, have all incidents of ownership with respect to the Collateral, including the right to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower 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 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.to

Collateral. 4.1 3.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close close of Business business on the day of such transfer, transfer to Lender Collateral with a Market Value market value at least equal to the Margin Percentage a percentage of the Market Value market value of the Loaned Securities agreed to by Borrower and Lender (which shall be not less than 100% of the market value of the Loaned Securities) (the "Margin Percentage"). 4.2 3.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 98, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLender. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCNew York Uniform Commercial Code. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer pledge, repledge, hypothecate, rehypothecate, lend, relend, sell or otherwise transfer the Collateral, or reregister Collateral evidenced by physical certificates in any name other than Borrower's, only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities "financial intermediary” " or a "clearing corporation" within the meaning of the UCCNew York Uniform Commercial Code. 4.3 3.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 65, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) 8) to Borrower 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 1516, the next day on which such a transfer may be effected. 4.4 3.4 If Borrower transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.13.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 3.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, substituted and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value market value such that the aggregate Market Value market value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value market value of the Loaned Securities. 4.6 . Prior to the expiration of any letter of credit supporting Borrower’s 's obligations hereunder, Borrower shall, no later than the Extension DeadlineCutoff Time on the date such letter of credit expires, (a) obtain an extension of the expiration of such letter of credit, (b) credit or replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted. 3.6 Lender acknowledges that, or (c) transfer such other in connection with Loans of Government Securities and as otherwise permitted by applicable law, some securities provided by Borrower as Collateral to Lender as under this Agreement may not be acceptable to Lenderguaranteed by the United States.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account (“Custody Account”) established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or at such other custodian as Borrower may choose (the “Custodian”), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the “Agent” or “Trustee”) must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, ▇▇▇▇▇▇ hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, ▇▇▇▇▇▇ agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 4.2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, Collateral deposited into the Collateral, which shall attach upon the transfer of the Custody Account must be allowable collateral as identified in Annex B to this Agreement. ▇▇▇▇▇▇ will be deemed to have transferred Loaned Securities by Lender to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Rule 15c3-3(b)(3) under the Exchange Act and which shall cease upon therefore not subject to the transfer general possession or control requirements of the Exchange Act Rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities by to Lender on the date Borrower to Lender. In addition treats such securities as customer securities subject to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCCgeneral possession 4.3. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender Borrower shall no longer be obligated to transfer maintain Collateral in the Collateral (as adjusted pursuant to Section 9) to Borrower Custody Account for Securities that are 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 15, the next day on which such a transfer may be effectedlonger Loaned Securities. 4.4 4.4. If Borrower transfers has deposited Collateral to in the Custody Account for Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer deposit Collateral to in the Custody Account for Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.5. Borrower may, upon reasonable written notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfertransfer and applicable regulations and regulatory guidance), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Annex B to this Agreement, and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 (a) Unless otherwise agreedagreed by Borrower and Lender, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business 5:00 p.m. New York time on the second Business Day immediately following any day of such transferon which a Credit Downgrade has occurred, transfer to Lender Collateral Agent, for deposit to the Collateral Account, Collateral with a Market Value at least equal to the Margin Collateral Percentage of the Market Value of the Loaned SecuritiesADSs as of the date of such transfer (any such date, a “Pledge Date”). 4.2 The (b) During any Pledge Period, any Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, Collateral Agent shall be security for Borrower’s obligations in respect of such Loan the Loaned ADSs and for any other obligations of Borrower to Lender hereunder. Borrower hereby on the Pledge Date pledges with, assigns to, and grants Collateral Agent for the benefit of Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities ADSs by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities ADSs by Borrower to Lender, a Credit Upgrade or upon the transfer of any such Collateral to Borrower in accordance with the terms of this Agreement. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood To provide for the effectiveness, validity, perfection and priority of Lender’s rights as a secured party, Borrower shall acknowledge that Collateral Agent has obtained control of any financial assets included in the Collateral (or shall have obtained control upon posting of such Collateral pursuant to the terms contained herein) within the meaning of Sections 8-106 and 9-106 of the UCC. Collateral Agent acknowledges that it has control of the Collateral (or shall have control upon posting of such collateral pursuant to the terms contained herein) on behalf of Lender within the meaning of Section 8-106(d)(1) of the UCC. Notwithstanding anything to the contrary herein, Lender may not use or invest the Collateral and Collateral Agent shall take no instruction from Lender regarding the use or investment of Collateral, if such consists of cash, at its own risk, but that unless a Borrower Default (unless Lender is a Broker-Dealeras subsequently defined) Lender shall, during has occurred. Promptly upon the term termination of any Loan hereunderPledge Period, segregate the Collateral from Agent shall release to Borrower all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCCCollateral. 4.3 (c) Except as otherwise provided herein, upon the transfer to Lender of the Loaned Securities on the day a Loan is terminated ADSs pursuant to Section 6, Lender Collateral Agent shall release to Borrower Collateral with a Market Value equal to the Collateral Percentage of the Market Value of the Loaned ADSs so transferred but only to the extent that immediately following such transfer of Collateral, no Collateral Deficit (as defined in Section 4(a)) would exist. Such transfer of Collateral shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower made no later than the Cutoff Time on such the day orthe Loaned ADSs are transferred, or if such day is not a day on which a transfer of such Collateral may be effected under Section 1513, or if the transfer of Loaned ADSs by Borrower to Lender occurs after the Cutoff Time on such day, then in each case the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower 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. 4.5 (d) Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of and Collateral to be substituted, and the applicable method of transfer)Agent, substitute Collateral for Collateral securing any Loan or Loansthe Loan; provided, however, provided that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerCollateral, shall equal or exceed the agreed upon Margin Collateral Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension ADSs as of the expiration date of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lendersubstitution.

Collateral. 4.1 Any and all Cryptocurrency purchased by the Borrower using borrowed Cryptocurrency or Fiat Funds shall be automatically deemed Lender’s Collateral being a security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Unless otherwise agreednotified by the Lender, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities Cryptocurrency to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a market value at least equal to the Margin Threshold.‌ Borrower shall be deemed to have transferred Collateral to Lender by crediting Lender's Account or Channels Account carried by Borrower with Collateral with a Market Value at least equal to the Margin Percentage Threshold of the Market Value of the Loaned Securities. 4.2 Cryptocurrency. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9Clause 7.4, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Cryptocurrency/Fiat Funds by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities Cryptocurrency/Fiat Funds by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 7.2.1. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities Cryptocurrency/Fiat Funds on the day a Loan is terminated pursuant to Section 6Clause 7.5, Lender shall be obligated to transfer, and hereby authorizes Borrower and/or EXSCUDO to effect the transfer of, the Collateral (as adjusted pursuant to Section 9Clause7.4) to Borrower 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 15effected, the next day on which such a transfer may be effected.effected.‌ 4.4 7.2.2. If Borrower transfers Collateral to Lender, as provided in Section 4.1Clause 7.2, and Lender does not transfer the Loaned Securities Cryptocurrency/Fiat Funds to Borrower, Borrower shall have the absolute right to the return of the Collateral and authorizes EXSCUDO to effect the transfer of the Collateral; and if Lender transfers Loaned Securities Cryptocurrency/Fiat Funds to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.1Clause 7.2, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 Borrower may, upon reasonable notice Cryptocurrency/Fiat Funds and authorizes EXSCUDO to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of effect the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.Cryptocurrency/Fiat Funds return.‌