Common use of Custodial Services Clause in Contracts

Custodial Services. Coinbase Custody shall provide Client with a segregated custody account controlled and secured by Coinbase Custody (“Custodial Account”) to store certain Digital Assets supported by Coinbase Custody, on Client’s behalf (“Custodial Services”). Coinbase Custody is a fiduciary under § 100 of the New York Banking Law and a qualified custodian for purposes of Rule 206(4)-2(d)(6) under the Investment Advisers Act of 1940, as amended, and is licensed to custody Client’s Digital Assets in trust on Client’s behalf. Digital Assets in Client’s Custodial Account shall (i) be segregated from the assets held by Coinbase Custody as principal and the assets of other customers of Coinbase Custody, (ii) not be treated as general assets of Coinbase Custody, and except as otherwise provided herein, Coinbase Custody shall have no right, title or interest in such Digital Assets, (iii) Coinbase Custody serves as a fiduciary and custodian on Client’s behalf, and the Digital Assets in Client’s Custodial Account are considered fiduciary assets that remain Client’s property at all times. In addition, Coinbase Custody shall maintain (i) any registrations, permits, licenses, approvals and consents issued by any governmental or quasi-governmental authority or regulatory organization necessary for it to carry out any of its obligations hereunder and (ii) any adequate capital and reserves to the extent required by applicable law and shall not, directly or indirectly, lend, pledge, hypothecate or re-hypothecate or otherwise encumber any Digital Assets in the Custodial Account.

Custodial Services. Coinbase Custody Client hereby appoints Trust Company as its majority (“majority” meaning here at least [***] of Client’s total Digital Asset holdings are held with Trust Company, subject to the provisions set forth herein)1 provider of Custodial Services (the “Majority Obligation”). Trust Company shall provide Client with establish Client’s “Custodial Account” as a segregated custody account controlled and secured by Coinbase Custody (“Custodial Account”) Trust Company to store certain supported digital currencies and utility tokens (“Digital Assets supported by Coinbase CustodyAssets”), on Client’s behalf (the “Custodial Services”). Coinbase Custody Trust Company is a fiduciary under § 100 of the New York Banking Law and a qualified custodian for purposes of Rule 206(4)-2(d)(6) under the Investment Advisers Act of 1940, as amended, and is licensed to custody Client’s Digital Assets in trust on Client’s behalf. Digital Assets in Client’s Custodial Account shall (i) be segregated from the assets held by Coinbase Custody as principal and the assets of other customers of Coinbase Custody, (ii) are not be treated as general assets of Coinbase CustodyTrust Company. Rather, and except as otherwise provided herein, Coinbase Custody shall have no right, title or interest in such Digital Assets, (iii) Coinbase Custody Trust Company serves as a fiduciary and custodian on Client’s behalf, and the Digital Assets in Client’s Custodial Account are considered fiduciary assets that remain Client’s property at all times. In addition, Coinbase Custody shall maintain maintain: (i) any registrations, permits, licenses, approvals and consents issued by any governmental or quasi-governmental authority or regulatory organization necessary for it to carry out any of its obligations hereunder hereunder; and (ii) any adequate capital and reserves to the extent required by applicable law and shall not, directly or indirectly, lend, pledge, hypothecate or re-hypothecate or otherwise encumber any Digital Assets in the Custodial Account. The Parties agree that if at any time the Client does not meet the Majority Obligation then the Parties will have a period of ninety (90) days to discuss this Section 1, and if applicable negotiate an amendment. If after ninety (90) days (i) the Parties have not reached an agreement, and (ii) the Majority Obligation is not met by Client then the other provisions of this Coinbase Prime Broker Agreement will apply (including Sections 22 and 23 the of General Terms).

Custodial Services. Coinbase Custody shall provide Client with a segregated custody account controlled and secured by Coinbase Custody (“Custodial Account”) to store certain Digital Assets supported by Coinbase Custody, on Client’s behalf (“Custodial Services”). Coinbase Custody is a fiduciary under § 100 of the New York Banking Law and a qualified custodian for purposes of Rule 206(4)-2(d)(6) under the Investment Advisers Act of 1940, as amended, and is licensed to custody Client’s Digital Assets in trust on Client’s behalf. Digital Assets in Client’s Custodial Account shall (i) The Custodian shall cease to be segregated from the assets held sole and exclusive securities intermediary (and depository bank) of the Collateral, unless a replacement has been approved in advance by Coinbase Custody as principal the Collateral Agent in its sole discretion, and such Collateral has been migrated to such replacement, in a manner satisfactory to the assets Collateral Agent (including, without limitation, with respect to the custody and control arrangements and documentation), but in any event in a manner that is consistent with the requirements of other customers of Coinbase Custodythe 1940 Act, (ii) not any event or circumstance shall occur which has had or could reasonably be treated as general assets of Coinbase Custody, and except as otherwise provided herein, Coinbase Custody shall expected to have no right, title or interest in such Digital Assetsa Custodial Material Adverse Effect, (iii) Coinbase Custody serves as a fiduciary and custodian on Client’s behalf, and the Digital Assets Custodian shall default in Client’s Custodial Account are considered fiduciary assets that remain Client’s property at all times. In addition, Coinbase Custody shall maintain (i) any registrations, permits, licenses, approvals and consents issued by any governmental or quasi-governmental authority or regulatory organization necessary for it to carry out any of its obligations hereunder under the Control Agreement or (iv) (A) the Custodian shall fail to have adequate routines and processes for accurate and timely reporting on accounts or shall otherwise be found deficient in its operations during inspections, conducted from time to time, by the Collateral Agent or (B) shall otherwise cease to be a securities intermediary approved by the Collateral Agent (as determined by the Collateral Agent in its sole discretion), unless in the cases of clauses (A) or (B) the Borrower (x) within five (5) Business Days of notice thereof by the Collateral Agent (the “Trigger Date”) establishes a custody account with a replacement securities intermediary approved by the Collateral Agent in its sole discretion, (y) within ten (10) Business Days of the Trigger Date, causes such replacement securities intermediary to deliver an executed control agreement with respect to such new custody account satisfactory to the Collateral Agent in its sole discretion, enters into an amendment to this Agreement and other Loan Documents adding references to the new custody account and replacement securities intermediary (and delivers such closing certificates, opinions and other closing documents in connection with such amendment as the Collateral Agent may require) and submits instructions to the Custodian for the transfer of all Collateral to such replacement securities intermediary to be credited to such new custody account and (iiz) any adequate capital within forty five (45) days of the Trigger Date, causes all the Collateral to be transferred to such replacement securities intermediary and reserves credited to the extent required by applicable law and shall not, directly or indirectly, lend, pledge, hypothecate or re-hypothecate or otherwise encumber any Digital Assets in the Custodial Account.such new custody account;

Custodial Services. Coinbase Custody Client hereby appoints Trust Company as its majority (“majority” meaning here at least [***] of Client’s total Digital Asset holdings are held with Trust Company, subject to the provisions set forth herein)[1]provider of Custodial Services (the “Majority Obligation”). Trust Company shall provide Client with establish Client’s “Custodial Account” as a segregated custody account controlled and secured by Coinbase Custody (“Custodial Account”) Trust Company to store certain supported digital currencies and utility tokens (“Digital Assets supported by Coinbase CustodyAssets”), on Client’s behalf (the “Custodial Services”). Coinbase Custody Trust Company is a fiduciary under § 100 of the New York Banking Law and a qualified custodian for purposes of Rule 206(4)-2(d)(6) under the Investment Advisers Act of 1940, as amended, and is licensed to custody Client’s Digital Assets in trust on Client’s behalf. Digital Assets in Client’s Custodial Account shall (i) be segregated from the assets held by Coinbase Custody as principal and the assets of other customers of Coinbase Custody, (ii) are not be treated as general assets of Coinbase CustodyTrust Company. Rather, and except as otherwise provided herein, Coinbase Custody shall have no right, title or interest in such Digital Assets, (iii) Coinbase Custody Trust Company serves as a fiduciary and custodian on Client’s behalf, and the Digital Assets in Client’s Custodial Account are considered fiduciary assets that remain Client’s property at all times. In addition, Coinbase Custody shall maintain maintain: (i) any registrations, permits, licenses, approvals and consents issued by any governmental or quasi-governmental authority or regulatory organization necessary for it to carry out any of its obligations hereunder hereunder; and (ii) any adequate capital and reserves to the extent required by applicable law and shall not, directly or indirectly, lend, pledge, hypothecate or re-hypothecate or otherwise encumber any Digital Assets in the Custodial Account. The Parties agree that if at any time the Client does not meet the Majority Obligation then the Parties will have a period of ninety (90) days to discuss this Section 1, and if applicable negotiate an amendment. If after ninety (90) days (i) the Parties have not reached an agreement, and (ii) the Majority Obligation is not met by Client then the other provisions of this Coinbase Prime Broker Agreement will apply (including Sections 22 and 23 the of General Terms).