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 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 Xxxxxx 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 Xxxxxx 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 BorrowerXxxxxxxx’s obligations hereunder, Borrower Xxxxxxxx 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 Xxxxxx 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 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 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 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 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 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 Xxx 0000. 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 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 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 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, Xxxxxx 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, Xxxxxx 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 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 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 Xxx 0000. 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 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 agreedBorrower hereby grants to Holder a security interest in all inventory, machinery, equipment, stocks, bonds, notes, accounts receivable, any rights or claims that they may have against any other person, firm, or corporation for monies, choses in action, any bank accounts, checking accounts, certificates of deposit or any financial instrument, patents and intellectual property rights or any other assets owned by Borrower shall, prior to or concurrently with the transfer as of the Loaned Securities to Borrowerdate of this agreement, 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 or hereafter acquired. Borrower hereby represents that none of the Market Value of collateral encumbered hereunder has been sold or assigned since 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 original promissory note of Borrower to Lender hereunderHolder of January 26, 1999 and that the lien of the holder of this note is uninterrupted from January 26, 1999 and shall continue until this note is paid or otherwise disposed of in accordance with its terms and conditions. All collateral rights in intellectual property is subordinated to the Borrower's current licenses and future licenses provided, that with respect to future licenses, the consent of the Holder must be obtained, but such consent will not be unreasonably withheld. The patents and intellectual property which are licensed under the cross license agreement dated September 27, 1997, among NXT plc, New Transducers Limited, being related companies, the Borrower hereby pledges withand NCT Audio Products, assigns toInc. (or any successor agreements) are specifically excluded from the collateral. There are approximately 20 pieces of intellectual property in which, under the cross license agreement, Borrower may not, and grants Lender hence does not herein, grant a continuing first priority security interest. In addition, all agreements between NCT Audio Products, Inc. and the Borrower that relate to such agreement, and the stock of NCT Audio Products, Inc. owned by the Borrower, shall similarly be excluded from the 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 Lendergranted in this Note. 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 pay the debt or other obligations under this Note when due, the collateral may be sold in order to Lender as provided in Section 4.1pay such debt and obligations, Lender shall have the absolute right or same may be transferred to the return name of the Loaned SecuritiesHolder, as Holder in her discretion decides. Holder may inspect the collateral at all reasonable times. Borrower further agrees that it will do anything reasonably requested by Holder in order to make Holder's security interest in the collateral legally effective including the execution of a UCC-1. 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 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 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, Xxxxxx 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, Xxxxxx 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 (a) The Company shall procure that HK Holdco executes and delivers in favor of Purchaser (i) the transfer Account Charge by way of a first ranking security (the “Security”) in respect of the Loaned Securities Cash Collateral, which amount shall be adjusted from time 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 time 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 to5.17(b), and grants Lender a continuing first priority security interest in, and a lien upon, (ii) 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 Option Deed. (b) in the event Upon receipt of a Default Resale Notice (the date of such receipt the “Discharge Date”) 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 Company from Purchaser pursuant to Section 65.12 notifying it of the resale of all or a portion of the Subject Shares, Lender with respect to each Resale Tranche intended to be resold: (i) Purchaser shall promptly take or procure any action which may be necessary to release and discharge the Security in favor of Purchaser over a Resale Tranche Investment Amount, plus any interests accrued thereon until the Withdrawal Date (as defined below) (the “Released Cash Collateral Amount”), on deposit at the Collateral Account, and the Released Cash Collateral Amount shall be obligated owned by HK Holdco, free and clear of any Encumbrance. The Company shall procure HK Holdco to transfer withdraw the Released Cash Collateral Amount from the Collateral Account within five (as adjusted 5) Business Days after the Discharge Date (such date on which the Released Cash Collateral Amount is withdrawn, the “Withdrawal Date”); and (ii) the Investment Amount for the purposes of calculating the Redemption Price pursuant to Section 95.13 and the Early Redemption Price pursuant to Section 5.14 shall be reduced by the Resale Tranche Investment Amount (which forms a portion of the Released Cash Collateral Amount) released from the Collateral Account pursuant to Borrower no later than Section 5.17(b)(i). The portion of Investment Amount that remains deposited at the Cutoff Time on Collateral Account as of a specified date, which is equal to (A) the Investment Amount, minus (B) the total and cumulative Resale Tranche Investment Amounts that have been released from the Collateral Account as of such day ora date, if is referred to herein as the “Unreleased Investment Amount”. (c) The Company shall procure that the Collateral Bank shall not permit any withdrawal from the Collateral Account unless such day withdrawal is not a day approved in writing by the Purchaser until the date on which a transfer the Company’s obligations to pay any Redemption Price pursuant to Section 5.13 and any Early Redemption Price pursuant to Section 5.14 or HK Holdco’s obligations under the Option Deed (together the “Secured Obligations”) have been fully performed and discharged in accordance with the terms and conditions of such Collateral may be effected under Section 15, this Agreement or the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, Option Deed 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 Loansappropriate; provided, however, that such substituted Collateral Purchaser shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior authorized to give unilateral instructions in the circumstances where permitted pursuant to the Loan or Loans Account Charge, and (bsubject thereto Purchaser shall approve any withdrawal that HK Holdco is entitled to make pursuant to Section 5.13(b), Section 5.13(c), Section 5.14(d) 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 Securitiesand Section 5.17(b). 4.6 Prior (d) Once all the Secured Obligations have been paid in full or have been fully performed or lapsed pursuant to the expiration terms and conditions of any letter of credit supporting Borrower’s obligations hereunderthis Agreement, 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 Purchaser Director shall be removed from HK Holdco as a substitute letter of credit in an amount at least equal director and as a co-signatory 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 LenderAccount.

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 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 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 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 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 (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 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(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 Xxx 0000. 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 (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 Xxx 0000 (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 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 Xxxxxx 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 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 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(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 xxxxx x Xxxx 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 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 Xxxxxx 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 Xxxxxxxx's "securities intermediary," as such terms are defined in Article 8 of the UCC. Moreover, Borrower and Xxxxxx 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. Xxxxxxxx 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 Xxxxxx 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 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 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 agreedThe Credit Union has been granted a security interest or lien in or upon the Collateral designated on Your Loan Agreement or in a separate document such as a Security Agreement, Borrower shallMortgage, prior Assignment, Pledge, Trust Deed or similar document (the subject matter of such a security interest or lien is referred to as “Collateral” in this Agreement). Except for the Credit Union’s security interest or concurrently with lien, the transfer Collateral is owned free and clear from any adverse claim, security interest or encumbrance other than as now disclosed to the Credit Union. Without the express written consent of the Loaned Securities Credit Union, no other liens, security interests or encumbrances will be allowed to attach to the Collateral. You agree to inform the Credit Union immediately if the Collateral is to be moved from Your address shown on Your Loan Agreement or at such other address at which You have informed the Credit Union the Collateral is now located. The Collateral shall not be sold or ownership otherwise transferred and at all times the Collateral shall be kept in good repair. The Collateral shall not be used for any unlawful purpose. The Credit Union shall receive the full cooperation of the Borrower, but Co-Signer or Owner in no case later than the Close of Business obtaining everything that We require to place and/or maintain Our security interest in and/or lien on the day of such transferCollateral. The Credit Union may examine and inspect the Collateral at any time wherever located. All taxes or assessments on the Collateral shall be paid as they come due, transfer and if not paid, the Credit Union may pay them and shall be entitled to Lender Collateral with a Market Value at least equal reimbursement or, alternatively, to add any amount so paid to the Margin Percentage unpaid balance 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 Your loan subject to the rights and remedies applicable interest rate. Personal property given to Lender hereunder, Lender shall have as Security under this Agreement (other than household goods or any dwelling) secures the repayment of all amounts You may owe Us in the rights and remedies of a secured party future if that status is reflected in the “Security” section 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“Truth-Dealer) Lender shall, during the term of in-Lending Disclosure” in 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 particular 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 Securitiesevidencing such future debt. 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 (as determined in accordance with Section 15) 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(a) In further consideration of Durham signing this Agreement, Borrower shalland the covenants and releases given herein, prior Crdentia will return 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 Durham a Market Value at least sum equal to the Margin Percentage certificate of deposit in the Market Value principal amount of $500,000 (the Loaned Securities. 4.2 The Collateral transferred “Collateral”) pledged as collateral by Borrower Durham pursuant to Lenderthat certain Security Agreement — Pledge, dated as of January 19, 2007, by and between Durham and Comerica Bank, within fifteen days of Crdentia’s receipt of additional equity investments (following the Effective Date) in the aggregate amount of $5,000,000 (“Aggregate Investment”). (As used herein, “Aggregate Investment” excludes all equity investments made pursuant to the Securities Purchase Agreement dated January 25, 2007, as adjusted amended, and all subsequent closings under such Securities Purchase Agreement, as amended, including but not limited to such subsequent closings on February 7, 2007 and March 5, 2007, and any additional closings made pursuant to Section 9such Securities Purchase Agreement, 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 withas amended, assigns toafter the date hereof (as amended the “Securities Purchase Agreement”)) If Crdentia does not receive the Aggregate Investment on or before September 1, and grants Lender a continuing first priority security interest in, and a lien upon, 2007 (the “Collateral Payment Date”) or has not otherwise returned the Collateral, which Crdentia shall attach upon immediately return the transfer of the Loaned Securities by Lender Collateral and Durham may institute any and all proceedings, including those seeking immediate equitable relief, 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 collect 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 Crdentia has the right to extend the Collateral Payment Date to March 1, 2008 (the “Extended Collateral Payment Date”) upon payment to Durham of an additional $100,000.00 on or before the Collateral Payment Date; if Crdentia then does not receive the Aggregate Investment on or before the Extended Collateral Payment Date or has not otherwise returned the Collateral, Crdentia shall then immediately return the Collateral and Durham may institute any and all proceedings, including those seeking immediate equitable relief, to collect the Collateral. (ab) consist only Durham agrees to forbear from any declaration of cashdefault, securities institution of any suit or proceeding or taking of any other property form of action to enforce that Borrower certain Acquisition Right of First Negotiation dated November 3, 2006 (“Acquisition Right of First Negotiation”) and Lender agreed would be acceptable Collateral that certain Stock Pledge Agreement dated November 3, 2006 between iVow, as Pledgor, Crdentia and MedCap Partners, L.P., C. Xxxx Xxxxx, and Xxxxxx (the “Stock Pledge Agreement”), or to collect the Collateral, at any time prior to the Loan or Loans Collateral Payment Date. Durham and (b) have a Market Value Crdentia hereby terminate the Acquisition Right of First Negotiation with respect to Durham and the Parties acknowledge and agree that Durham has no rights pursuant to such that the aggregate Market Value of such substituted CollateralAgreement, 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 Effective Date of the Loaned Securitiesthis Agreement. 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 Durham will further release the security interest (the “Security Interest”) held by him pursuant to the Stock Pledge Agreement on the earlier of (i) the return of the Collateral by Crdentia to Lender Durham or (ii) Crdentia’s delivery of a general release from iVOW inuring to Durham’s benefit, provided that Crdentia also delivers a general release from iVOW to C. Xxxx Xxxxx, inuring to Xx. Xxxxx’x benefit, and C. Xxxx Xxxxx releases his security interest. All interest accruing on the Collateral shall be payable to Durham as may be acceptable to Lenderprovided in the underlying certificate of deposit.

Collateral. 4.1 Unless otherwise agreed, Borrower 3.1. NFS shall, prior to or concurrently with the transfer of the Loaned Securities to BorrowerNFS, 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 BorrowerNFS’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLoan. Borrower NFS 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 NFS and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. NFS will be deemed to have transferred Loaned Securities to Lender on the date NFS 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 NFS pursuant to any hypothecation agreement, including a margin agreement, between Lender and NFS. 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 NFS 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 NFS transfers Collateral to Lender, as provided in Section 4.13.1, and Lender does not transfer the Loaned Securities to BorrowerNFS, Borrower NFS shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower NFS and 2■2000 Master Securities Loan Agreement Borrower NFS 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. NFS 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 BorrowerLoans, 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 Lender, Lender hereby authorizes NFS 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 Margin Percentage of the Market Value of the Loaned Securities. In addition, Lender hereby authorizes NFS to instruct Lender’s custodian to return Collateral to NFS upon termination of a Loan and the transfer to lender of the Loaned Securities. In connection with the Master LC, Lender hereby authorizes NFS to increase or decrease from time to time the amount of such Letter of Credit issued for the letter benefit of credit Lender. In addition, Lender hereby authorizes NFS to terminate any Letter of Credit constituting Collateral in connection with the return to Lender of the Loaned Securities or the substitution of a new Letter of Credit as Collateral, provided that any substitute Letter of Credit shall have a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. NFS shall send Lender a new Confirmation in connection with any such increase or decrease of any Letter of Credit, and upon any such termination, a copy of any new Letter of Credit constituting Collateral, to the extent applicable. 3.6. Prior to providing to Lender a Letter of Credit issued pursuant to a Master LC, NFS shall provide to Lender the form of Master LC setting forth the terms that may become applicable to Lender if the Master LC is issued at any time for which it is substituted, the benefit of Lender with respect to any Loan. NFS may amend the Master LC from time to time without first obtaining Lender’s consent to such amendment or (c) transfer such other form of Letter of Credit, provided that such Collateral shall, while constituting Collateral hereunder, always have a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. NFS agrees to send to Lender a copy of any amendment to the Master LC or other form of Letter of Credit after the effectiveness thereof, provided that NFS shall not be obligated to disclose that part of the Master LC that indicates which persons are named as may beneficiaries thereof or the amounts available to such persons or the overall amount available under such Letter of Credit, it being agreed that only the amount available to Lender under such Letter of Credit must be acceptable disclosed by NFS to Lender. 3.7. Lender hereby agrees that NFS may provide information in its possession concerning Lender’s identity to any custodian appointed by the Lender, or to any Issuing Bank in the event the Collateral is a Letter of Credit, in each case to enable the custodian or Issuing Bank to perform its obligations in connection with providing Lender Collateral custody and related services or issuing the Letter of Credit.

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 agreed, Borrower shall, (a) It is the intent of the parties hereto that the Secured Obligations shall be secured by the Collateral. On or prior to or concurrently with the transfer Closing Date, the Borrower, JDN AL and JDN Holdings will execute and deliver to the Collateral Agent the Security Documents pertaining to the Properties described in Exhibit J as Initial Borrowing Base Properties, and the Security Documents (other than the Hazardous Materials Indemnity Agreement) shall be filed for record at the earliest practicable time, and in any event prior to the making of any Initial New Advances. Within 3 days after the delivery thereof to the Borrower, the Borrower, JDN AL and JDN Holdings, as applicable, shall execute and deliver to the Collateral Agent the Security Documents pertaining to the other Properties described on Exhibit J as being Borrowing Base Properties, and the Security Documents (other than the Hazardous Materials Indemnity Agreement) shall be filed for record (as applicable) at the earliest practicable time. On and after the Closing Date, the Borrower shall commence and diligently pursue the delivery to the Agent of all of the Loaned Securities Real Property Documents pertaining 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 each of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to LenderBorrowing Base Properties, which, as adjusted pursuant to Section 9each Borrowing Base Property, shall be security for Borrower’s obligations delivered as soon as all items other than the items described in respect clauses (xi) and (xii) of such Loan and for any other obligations the definition of Borrower to Lender hereunder. Borrower hereby pledges with, assigns toReal Property Documents are available, and grants Lender a continuing first priority security interest in, and a lien uponwithin 90 days after the Closing Date, the CollateralBorrower and the Guarantors shall have completed the delivery to the Agent all of the Real Property Documents pertaining to each of the Borrowing Base Properties, 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 in all cases must be reasonably satisfactory 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 LoansAgent; provided, however, that as to the items described in clauses (xi) and (xii) of the definition of Real Property Documents, such substituted obligation shall be to use commercially reasonable efforts during such 90 day period (and thereafter) to obtain and deliver such items to the Collateral Agent from Major Tenants and, if requested by the Agent from time to time, from any other tenants. The Borrower and Agent shall (a) consist only of cashagree on a stipulated value for establishing mortgagee title insurance Coverage on each Borrowing Base Property. The Borrower shall pay all recording fees and costs and stamp, securities intangible or other property that Borrower and Lender agreed would be acceptable Collateral prior to taxes payable in connection with the Loan or Loans and filing for record the Security Documents. (b) have a Market Value such The parties acknowledge and agree that the Properties on Exhibit J as of the Closing Date will, on the Final Borrowing Base Perfection Date (and assuming no change in Net Operating Income) produce an aggregate Market Value Borrowing Base of $169,206,912. In order to permit the Borrower to have access to the full aggregate amount of the Commitments, while preserving the right of all the Banks to approve the beginning Borrowing Base Properties, the Borrower may, for a period of 6 months from the Closing Date, offer to contribute an additional Property (or Properties) as a Borrowing Base Property, and any such substituted Collateral, together with additional Property (an "Additional Contributed Beginning Property") shall become a Borrowing Base Property only if approved by each of the Banks and upon satisfying all other criteria for constituting a Borrowing Base Property. In the event that any Borrowing Base Property fails to satisfy the criteria for constituting a Borrowing Base Property set forth in the definition thereof such Property being an "Ineligible Property" so long as it fails to satisfy such criteria, but upon subsequently satisfying such criteria, if such Property has not been released pursuant hereunder, and not an Ineligible Property, the Borrower shall notify the Agent thereof as soon as it becomes aware thereof and such fact shall be included in the next Borrowing Base Certificate, and (i) such Ineligible Property shall not be included in the calculation of the Borrowing Base for purposes of Borrowings pursuant to Section 2.01, (ii) the mandatory prepayment provisions of Section 2.10(b) shall apply, and (iii) the Collateral Agent shall nevertheless not release such Property from the related Security Documents unless and until a release is permitted pursuant and subject to this Section 5.27(b). No Borrowing Base Property may be released without the consent of all of the Banks, or contributed without the consent of the Required Banks (or all of the Banks, with respect to an Additional Contributed Beginning Property), in each case in their reasonable discretion; provided, that the Borrower or a Guarantor shall be entitled to a release of a Borrowing Base Property: (1) in exchange for a substitute Property having equal or greater value (using the Borrowing Base calculation with respect thereto) and quality (including as to tenant mix and tenant credit quality) as is determined by the Agent and the Required Banks in their reasonable discretion and is in all other respects acceptable to the Agent and the Required Banks in their reasonable discretion, subject to the last sentence of this paragraph (b); or (2) such Borrowing Base Property is being released for sale or refinancing and, except with respect to an Ineligible Property, the Agent receives, for the ratable benefit of the Banks, a prepayment on the 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 connection therewith in an amount at least equal to the greater of (x) the net proceeds from such sale or refinancing (net of direct customary closing expenses and fees) and (y) an amount equal to 108% of the Borrowing Base attributable to such Borrowing Base Property, and the aggregate Commitments are permanently reduced by the amount of such prepayment. In connection with (x) any such request for a release, contribution or substitution, the letter Borrower shall provide to Agent and the Banks an analysis of credit any proposed release, contribution (including an Additional Contributed Beginning Property) or substitution of a Borrowing Base Property that shall demonstrate Borrower's continued compliance with the Loan Documents after giving effect to such release, contribution or substitution; and (y) any such request for a contribution (including an Additional Contributed Beginning Property) or substitution, the Borrower shall pay to the Agent and Banks an appropriate fee (determined by Agent) to accommodate the review and administration of such contribution or substitution. Such fees shall be no less than $5,000 to the Agent and $20,000 to the Banks in each instance or combination of instances whereby more than one property is simultaneously substituted or contributed. In no event shall the combined fee in any instance exceed $40,000. As a condition of any contribution or substitution, the Agent shall have received the Security Documents and Real Property Documents satisfactory to it with respect to the contributed or replacement Property and all other requirements for constituting a Borrowing Base Property shall have been satisfied. In addition, whenever a Borrowing Base Property is released, contributed (including an Additional Contributed Beginning Property) and/or substituted, the Borrower shall provide to the Agent a revised Exhibit J containing the relevant information as to all of the Borrowing Base Properties after giving effect to such release, contribution and/or substitution, which revised Exhibit J shall be distributed to the Banks by the Agent upon the Agent's determination that it is substitutedin compliance with the terms of this Agreement. Upon request of any Bank, to satisfy the bank regulatory or examination requirements or requests of internal or external bank examiners, the Agent shall, at the expense of the Borrower, but in the name of the Agent, acting on behalf of the Banks, obtain written appraisal reports on any or all of the Borrowing Base Properties which (ci) transfer such other Collateral to Lender complies with Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as may amended, 12 U.S.C. 3331, et seq., and The Regulations and Statements of General Policy on Appraisals promulgated by the Federal Deposit Insurance Corporation, 12 C.F.R. Part 32, as amended, and (ii) is performed by a state-certified real estate appraiser certified under the laws of any state. Such appraisals shall be acceptable to Lenderno more frequent than once per 12 month period for any Property.

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 SXXXXX X. XXXXXX 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 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.‌

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 Xxxxxx'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 Xxxxxx 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 Xxxxxx agree to a Loan of Securities collateralized by a Letter of Credit, in order to enable the Issuing Bank to identify Xxxxxx and issue the Letter of Credit in favor of Xxxxxx, Xxxxxx hereby agrees that Borrower may provide information in its possession concerning Xxxxxx's identity to the Issuing Bank. Prior to the expiration of any letter of credit supporting Borrower’s Xxxxxxxx'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, 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 LenderPrincipal, 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 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 its Principal's own risk, but and for its own benefit and shall be entitled to retain all income and profits thereon and shall bear all respective losses thereto. Agent may, 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 '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 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 000 Xxxxx Xxxxxx, shall equal Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, 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 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, word "COLLATERAL" means and includes without limitation all property and assets granted as adjusted pursuant to Section 9, shall be collateral security for Borrower’s obligations a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in respect the future, and whether granted in the form of such Loan and for 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 obligations security or lien interest whatsoever, whether created by law, contract, or otherwise. DEBT. The word "Debt" means all of Borrower to Lender hereunderBorrower's liabilities excluding Subordinated Debt. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, ELIGIBLE LEASES. "Eligible Leases" shall mean on any given date those equipment leases ("Leases") in the Collateral, which shall attach upon the transfer possession 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 in which Lender holds a perfected first lien security interest in the Lease, the subject leased equipment that is a Broker-Dealer or the inventory of Borrower, and all proceeds thereof; (b) supported by a Lease Package, as described below, delivered to Lender with each Lease, together with such other documents as Lender may from time to time require; (c) which are leases of equipment not exceeding $100,000.00, except that leases with equipment costs greater than such amount shall be permitted with Lender's prior written consent; (d) originated in the event ordinary course of a Default Borrower's business and representing the present and unimpaired right to payment of money from solvent U.S. lessees (excluding affiliates or subsidiaries of Borrower) for equipment delivered by or on behalf of Borrower. Segregation ; (e) which are not more than 90 days past due under the terms of Collateral may be accomplished the Lease; (f) which are unconditional, fully earned, free of all rights of offset or counterclaims, and not encumbered in any way; (g) which are not affected by appropriate identification on any receivership, insolvency, or bankruptcy proceeding, whether voluntarily or involuntarily instituted, including, without limitation, any reorganization of assets, deferment or arrangement of debts, or any similar proceeding; (h) which are not leases with respect to which the books and records lessee is an officer, an employee or agent of Lender if it Borrower or any of its affiliates; (i) which are not leases with respect to which the lessee is a “securities intermediary” within person related to Borrower or its shareholders, officers, or directors; (k) which are not leases with respect to which the meaning subject equipment has not been shipped or delivered to the lessee; (1) which are not leases of any lessee who has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become due; and (m) which are not leases with respect to which the lessee is the United States government or any department or agency of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of United States. Notwithstanding 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 4.1foregoing, Lender shall have the absolute right to exclude any lease, and deem it ineligible, if Lender, in its sole discretion, determines that lease to have higher than normal indices of risk of collection. ERISA. The word "ERISA" means the return 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. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, Events of Default set forth below in 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.section titled "EVENTS OF DEFAULT"

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 Xxxxxxxx. 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 Xxxxxx’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 Xxxxxx Xxx, Xxxxxx agrees to subordinate the City Deed of Trust with alternate terms as set forth in the Xxxxxx Xxx Subordination Agreement (Affordable), Form 6456 (2019). Notwithstanding the foregoing, as a condition of Xxxxxxxx’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, Xxxxxxxx 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) Xxxxxxxx'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 (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 Xxx 0000 (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 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 (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 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 (b) Any Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, Collateral Agent shall be security for Borrower’s '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, 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 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 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 (c) Following 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 (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 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 (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 '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 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 LenderPrincipal, 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 its Principal’s own risk, but and for its own benefit and shall be entitled to retain all income and profits thereon and shall bear all respective losses thereto. Agent may, 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 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 Xxxxxx 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 Xxxxxx 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 Xxxxxxxx's obligation hereunder, Borrower Xxxxxxxx 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 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 possessionencumbrance. Lender may Retransfer Collateral only (a) if Lender is a BrokerBarclays Global Investors 45 Fremont Street Xxx Xxxxxxxxx, XX 00000 Xxxx: X.O. Box 7101 San Fxxxxxxxx, XX 00000-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.0000

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 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 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 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 than in connection with Loans of Government Securities and as otherwise permitted by applicable law, or (c) transfer such other 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(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 Xxx 0000. 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 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 (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 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 xxxx 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 (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 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 As collateral for 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 LenderSecured Obligations, as adjusted pursuant to Section 9hereinafter defined, 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, including 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 BorrowerLoan, Borrower shall have executed and delivered, or caused to be executed and delivered to Lender, the absolute right following: (a) Documentation satisfactory to Lender in all respects, including all amendments, extensions, or modifications thereof, granting mortgage, deed of trust, or deed to secure debt liens (as appropriate) on seventeen (17) certain real estate assets owned by JAX Real Estate, LLC, X. Xxxxxxxxx’x, LLC, Stoney River Legendary Management, LP, and Stoney River Management Company, LLC, all as listed on Exhibit “A” attached hereto, upon which a X. Xxxxxxxxx’x Restaurant, Stoney River Restaurant, or a Redlands Grill Restaurant is located thereon (“Real Estate Collateral”). Except for Permitted Encumbrances (as hereinafter defined), the Real Estate Collateral will be free and clear of other liens, claims and encumbrances. Any Master Lease shall be made subordinate to the return of Secured Obligations (as hereinafter defined) secured by the Real Estate Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral . As used herein “Permitted Encumbrances” shall mean (i) matters shown on the title insurance commitments delivered to Lender as provided in Section 4.1connection herewith, Lender shall have (ii) subordinate judgment liens that are the absolute right subject of an ongoing appeal, (iii) liens in favor of Lender, (iv) liens securing purchase money indebtedness or capital lease obligations, and (v) liens for taxes not yet delinquent or being contested in good faith, (vi) claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business to the return of extent limited to the Loaned Securities. 4.5 Borrower may, upon reasonable notice property or assets relating to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substitutedsuch contract, and the applicable method (vii) liens in favor of transfer), substitute Collateral for Collateral securing any Loan a landlord to secure Borrower’s or Loans; providedits subsidiaries’ obligations to pay rent. It is understood, however, that such substituted Collateral shall (a) consist only of cashthe Lender has an existing security interest in said properties as set forth in the Existing Loan Agreement, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior pursuant 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 Lender obtained a first priority lien on 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 Real Estate Collateral to Lender as may be acceptable to Lendersecure the Existing Notes.

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 Xxx 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 4.1. Unless otherwise mutually 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 (a “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 another custodian selected by Xxxxxxxx (the “Custodian”), in each case at the sole discretion of Borrower, 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 Section 4.1 for all Lenders who have loaned Securities to Borrower as part of the Program. If the Collateral Account is an omnibus account, the Custodian must maintain subledgers showing the amount of Collateral allocable to each Lender with respect to the Securities that each such Lender has loaned to Borrower as part of the Program. By executing this MSLA, Xxxxxx hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or for the benefit of all Lenders at the Custodian. At Borrower’s sole discretion, such Custody Account and/or Custodian may be changed from time to time and notice of such changes will be provided to Lender. Xxxxxx further understands that the Account Control Agreement attached as Annex I (the “ACA”) describes the obligations and rights of Borrower and Custodian with respect to the maintenance of Collateral in the Custody Account and rights of Lender with respect to such Collateral. Xxxxxx acknowledges receipt of a copy of the ACA and understands that it contains legal terms directly applicable as to whether, and to what extent, Lender will be protected upon the occurrence of an Event of Insolvency by the Borrower, as set out in this Agreement. Xxxxxx hereby consents to the terms of and agrees to be bound by the ACA and hereby fully adopts the ACA for all purposes. 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 with respect of such Loan to the 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, 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 UCCMSLA. It is understood Collateral deposited into the Custody Account must be collateral that Lender may use or invest fully secures the Collateral, if such consists loan consisting of cash, at its own riskU.S. Treasury bills or notes, but that (unless Lender is an irrevocable letter of credit issued by a Broker-Dealer) Lender shallbank, during or such other collateral as the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possessionSEC designates as permissible. 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 Borrower on the books date Borrower treats such securities as having been borrowed pursuant to Rule 15c3‐3(b)(3) under the Exchange Act and records therefore not subject to the general possession or control requirements of Exchange Act Rule 15c3‐3(b). Borrower will be deemed to have transferred Loaned Securities to Lender if it is a “on the date Borrower 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 Borrower pursuant to any hypothecation agreement between Lender and Borrower. 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 Xxxxxx’s 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 the benefit of 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 the benefit of 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 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-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 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 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 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 Unless otherwise agreed, Borrower shall, (a) It is the intent of the parties hereto that the Secured Obligations shall be secured by the Collateral. On or prior to or concurrently with the transfer Closing Date, the Borrower, JDN AL and JDN Holdings will execute and deliver to the Collateral Agent the Security Documents pertaining to the Properties described in Exhibit J as Initial Borrowing Base Properties, and the Security Documents (other than the Hazardous Materials Indemnity Agreement) shall be filed for record at the earliest practicable time, and in any event prior to the making of any Initial New Advances. Within 3 days after the delivery thereof to the Borrower, the Borrower, JDN AL and JDN Holdings, as applicable, shall execute and deliver to the Collateral Agent the Security Documents pertaining to the other Properties described on Exhibit J as being Borrowing Base Properties, and the Security Documents (other than the Hazardous Materials Indemnity Agreement) shall be filed for record (as applicable) at the earliest practicable time. On and after the Closing Date, the Borrower shall commence and diligently pursue the delivery to the Agent of all of the Loaned Securities Real Property Documents pertaining 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 each of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to LenderBorrowing Base Properties, which, as adjusted pursuant to Section 9each Borrowing Base Property, shall be security for Borrower’s obligations delivered as soon as all items other than the items described in respect clauses (xi) and (xii) of such Loan and for any other obligations the definition of Borrower to Lender hereunder. Borrower hereby pledges with, assigns toReal Property Documents are available, and grants Lender a continuing first priority security interest in, and a lien uponwithin 90 days after the Closing Date, the CollateralBorrower and the Guarantors shall have completed the delivery to the Agent all of the Real Property Documents pertaining to each of the Borrowing Base Properties, 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 in all cases must be reasonably satisfactory 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 LoansAgent; provided, however, that as to the items described in clauses (xi) and (xii) of the definition of Real Property Documents, such substituted obligation shall be to use commercially reasonable efforts during such 90 day period (and thereafter) to obtain and deliver such items to the Collateral Agent from Major Tenants and, if requested by the Agent from time to time, from any other tenants. The Borrower and Agent shall (a) consist only of cashagree on a stipulated value for establishing mortgagee title insurance Coverage on each Borrowing Base Property. The Borrower shall pay all recording fees and costs and stamp, securities intangible or other property that Borrower and Lender agreed would be acceptable Collateral prior to taxes payable in connection with the Loan or Loans and filing for record the Security Documents. (b) have a Market Value such The parties acknowledge and agree that the Properties on Exhibit J as of the Closing Date will, on the Final Borrowing Base Perfection Date (and assuming no change in Net Operating Income) produce an aggregate Market Value Borrowing Base of $169,206,912. In order to permit the Borrower to have access to the full aggregate amount of the Commitments, while preserving the right of all the Banks to approve the beginning Borrowing Base Properties, the Borrower may, for a period of 6 months from the Closing Date, offer to contribute an additional Property (or Properties) as a Borrowing Base Property, and any such substituted Collateral, together with additional Property (an "Additional Contributed Beginning Property") shall become a Borrowing Base Property only if approved by each of the Banks and upon satisfying all other criteria for constituting a Borrowing Base Property. In the event that any Borrowing Base Property fails to satisfy the criteria for constituting a Borrowing Base Property set forth in the definition thereof such Property being an "Ineligible Property" so long as it fails to satisfy such criteria, but upon subsequently satisfying such criteria, if such Property has not been released pursuant hereunder, and not an Ineligible Property, the Borrower shall notify the Agent thereof as soon as it becomes aware thereof and such fact shall be included in the next Borrowing Base Certificate, and (i) such Ineligible Property shall not be included in the calculation of the Borrowing Base for purposes of Borrowings pursuant to Section 2.01, (ii) the mandatory prepayment provisions of Section 2.10(b) shall apply, and (iii) the Collateral Agent shall nevertheless not release such Property from the related Security Documents unless and until a release is permitted pursuant and subject to this Section 5.27(b). No Borrowing Base Property may be released without the consent of all of the Banks, or contributed without the consent of the Required Banks (or all of the Banks, with respect to an Additional Contributed Beginning Property), in each case in their reasonable discretion; provided, that the Borrower or a Guarantor shall be entitled to a release of a Borrowing Base Property: (1) in exchange for a substitute Property having equal or greater value (using the Borrowing Base calculation with respect thereto) and quality (including as to tenant mix and tenant credit quality) as is determined by the Agent and the Required Banks in their reasonable discretion and is in all other respects acceptable to the Agent and the Required Banks in their reasonable discretion, subject to the last sentence of this paragraph (b); or (2) such Borrowing Base Property is being released for sale or refinancing and, except with respect to an Ineligible Property, the Agent receives, for the ratable benefit of the Banks, a prepayment on the 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 connection therewith in an amount at least equal to the greater of (x) the net proceeds from such sale or refinancing (net of direct customary closing expenses and fees) and (y) an amount equal to 108% of the Borrowing Base attributable to such Borrowing Base Property, and the aggregate Commitments are permanently reduced by the amount of such prepayment. In connection with (x) any such request for a release, contribution or substitution, the letter Borrower shall provide to Agent and the Banks an analysis of credit any proposed release, contribution (including an Additional Contributed Beginning Property) or substitution of a Borrowing Base Property that shall demonstrate Borrower's continued compliance with the Loan Documents after giving effect to such release, contribution or substitution; and (y) any such request for a contribution (including an Additional Contributed Beginning Property) or substitution, the Borrower shall pay to the Agent and Banks an appropriate fee (determined by Agent) to accommodate the review and administration of such contribution or substitution. Such fees shall be no less than $5,000 to the Agent and $20,000 to the Banks in each instance or combination of instances whereby more than one property is simultaneously substituted or contributed. In no event shall the combined fee in any instance exceed $40,000. As a condition of any contribution or substitution, the Agent shall have received the Security Documents and Real Property Documents satisfactory to it with respect to the contributed or replacement Property and all other requirements for constituting a Borrowing Base Property shall have been satisfied. In addition, whenever a Borrowing Base Property is released, contributed (including an Additional Contributed Beginning Property) and/or substituted, the Borrower shall provide to the Agent a revised Exhibit J containing the relevant information as to all of the Borrowing Base Properties after giving effect to such release, contribution and/or substitution, which revised Exhibit J shall be distributed to the Banks by the Agent upon the Agent's determination that it is substitutedin compliance with the terms of this Agreement. Upon request of any Bank, to satisfy the bank regulatory or examination requirements or requests of internal or external bank examiners, the Agent shall, at the expense of the Borrower, but in the name of the Agent, acting on behalf of the Banks, obtain written appraisal reports on any or all of the Borrowing 37 45 Base Properties which (ci) transfer such other Collateral to Lender complies with Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as may amended, 12 U.S.C. 3331, et seq., and The Regulations and Statements of General Policy on Appraisals promulgated by the Federal Deposit Insurance Corporation, 12 C.F.R. Part 32, as amended, and (ii) is performed by a state-certified real estate appraiser certified under the laws of any state. Such appraisals shall be acceptable to Lenderno more frequent than once per 12 month period for any Property.

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, Xxxxxx 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, Xxxxxx 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. Xxxxxx 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 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 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 (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 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 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 Xxx 0000 (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 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 4.1, 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 Unless otherwise agreedThe word "Collateral" means the following described property of Grantor, Borrower shallwhether now owned or hereafter acquired, prior to whether now existing or concurrently hereafter arising, and wherever located: All inventory, accounts, general intangibles and equipment, together with the transfer following specifically described property: ALL RECORDS OF ANY KIND RELATING TO ANY OF THE FOREGOING; ALL PROCEEDS RELATING TO ANY OF THE FOREGOING (INCLUDING INSURANCE, GENERAL INTANGIBLES AND OTHER ACCOUNTS PROCEEDS). Possession of the Loaned Securities Premises ("Possession") shall be delivered to Borrower, but in no case later than the Close of Business Sublessee on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage commencement of the Market Value Term. If for any reason Sublessor does not deliver Possession to Sublessee on the commencement of the Loaned Securities. 4.2 The Collateral transferred by Borrower Term, Sublessor shall not be subject to Lender, as adjusted pursuant to Section 9, shall be security any liability 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 uponfailure, the Collateral, which Termination Date shall attach upon not be extended by 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 substituteddelay, and the applicable method validity of transfer)this Sublease shall not be impaired, substitute Collateral but rent shall xxxxx until delivery of Possession. Notwithstanding the foregoing, if Sublessor has not delivered Possession to Sublessee within thirty (30) days after the Commencement Date, then at any time thereafter and before delivery of Possession, sublessee may give written notice to Sublessor of Sublessee's intention to cancel this Sublease. Said notice shall set forth an effective date for Collateral securing any Loan such cancellation which shall be at least ten (10) days after delivery of said notice to Sublessor. If Sublessor delivers Possession to Sublessee on or Loans; providedbefore such effective date, howeverthis Sublease shall remain in full force and effect. If Sublessor fails to deliver Possession to Sublessee on or before such effective date, that this Sublease shall be cancelled, in which case all consideration previously paid by Sublessee to Sublessor on account of this Sublease shall be returned to Sublessee, this Sublease shall thereafter be of no further force and effect, and Sublessor shall have no further liability to Sublessee on account of such substituted Collateral shall (a) consist only of cash, securities delay or other property that Borrower and Lender agreed would be acceptable Collateral cancellation. If Sublessor permits Sublessee to take Possession 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 commencement of the Market Value of Term, such early Possession shall not advance the Loaned Securities. 4.6 Prior Termination Date and shall be subject to the expiration provisions of any letter this Sublease, including without limitation the payment 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 Lenderrent.

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 agreedAll collateral is stored at the Company’s principal place of business located at 0000 Xxx Xxxxxxx Xxxxx Xxxxx 00, Borrower shallXxxxxxx, prior to or concurrently with XX 00000.. 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 Xxxxxx 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 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 Xxxxxx’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 .Xxxxxx 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 Xxxxxx agree to a Loan of Securities collateralized by a Letter of Credit, in order to enable the Issuing Bank to identify Xxxxxx and issue the Letter of Credit in favor of Xxxxxx, Xxxxxx hereby agrees that Borrower may provide information in its possession concerning Xxxxxx’s identity to the Issuing Bank. Prior to the expiration of any letter of credit supporting BorrowerXxxxxxxx’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 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 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 Xxxxxx 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 Borrower's right to redeem the Collateral. 3.4 Except as provided in Section 13 or 14 hereunder, segregate Xxxxxx shall be obligated to Redeliver the 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 to Borrower on the books and records of Lender if it is a “securities intermediary” within the meaning termination of the UCC. 4.3 Except as otherwise provided herein, Loan and upon transfer Redelivery to Lender of the Loaned Securities Securities. 3.5 If, on the day a Loan is terminated pursuant to Section 6any Business Day, Lender shall be obligated to transfer Borrower Delivers 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 for 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 4.1Loan, 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 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 (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 agreedCollateral for a loan made by Lender to Borrower shall consist of cas, 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 if acceptable to Lender, as adjusted cash and/or securities issued or guaranteed by the United States government or its agencies or instrumentalities in an amount equal to at least 105% of the market value of the Securities. (The amount of any such cash or other collateral plus the aggregate of all additional amounts deposited by Borrower with Lender pursuant to Section 9paragraph 4 hereof plus amounts received on investments made by Lender pursuant to paragraph 7 hereof and less the aggregate of all amounts released by Lender pursuant to paragraph 4 hereof is called the "Collateral"). The market value of the Securities (including Debt Securities, as defined below) and of any securities accepted by Lender as Collateral shall be security for Borrower’s determined on the basis of the last reported sales prices on the principal securities exchange on which the Securities or such securities accepted as Collateral are traded or, if not so traded, as reasonably determined by Lender. However, if the Securities are obligations of the Specified Country government or its agencies or are debt obligations of the Specified Country corporations, including bonds, debentures, notes, certificates or other evidence of indebtedness ("Debt Securities"), Borrower shall deliver Collateral in respect an amount equal to 105% of such Loan and for any other the market value of the Debt Securities plus the Barclays Global Investors 45 Fremont Street Xxx Xxxxxxxxx, XX 00000 Xxxx: X.O. Box 7101 San Fraxxxxxx, XX 00000-00000. xxxxxxxx xxxxxxx xx xxxx Xxxx Xxxxxxxxxx. Xxx Xxxxxxxxxl shall 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 right of the Loaned Securities by Lender set-off with respect to Borrower and which shall cease upon the transfer all Collateral as to 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 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 hereincollateral, 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 delivery 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 will 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 free of any letter of credit supporting Borrower’s obligations hereunderlien, 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, claim or (c) transfer such other Collateral to Lender as may be acceptable to Lenderencumbrance.

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, Xxxxxx 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, Xxxxxx 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 Xxxxxx 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 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, Obligations 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 secured by a continuing perfected first priority security interest inin the Collateral. The Borrower shall be entitled to withdraw Collateral in inverse order of the ranking of such Collateral on the Pledged Collateral List (it being understood that any asset so withdrawn shall be automatically included in the Listed Eligible Assets as the highest ranked asset (and the list shall be adjusted accordingly)) so long as, both immediately before and a lien uponafter giving effect to such withdrawal, (i) no Material Default or Event of Default shall have occurred and be continuing (or shall result therefrom) and (ii) except for any such withdrawal which the Borrower reasonably determines is necessary for compliance with any covenant applicable under the terms of any Indebtedness of the Borrower as in effect on the Closing Date relating to the maintenance of “Total Unencumbered Assets” (or any similar concept), the CollateralFixed Charge Coverage Ratio at the time of such withdrawal is at least 1.25 to 1.00. Notwithstanding any other provisions in this Section 2.17, which Non-Performing Loan Assets and Other Real Estate Owned Assets that are disregarded in calculating the aggregate Borrowing Base Value as provided in the definition of “Borrowing Base Value” may, so long as no Material Default or Event of Default shall attach upon have occurred and be continuing (or shall result therefrom), be withdrawn, at the transfer option of the Loaned Securities by Lender Borrower, to the extent of any amount so disregarded; provided that at the time of such withdrawal of any such assets, the Joint Lead Arrangers shall have the right, but not the obligation, to rank such assets as Listed Eligible Assets. Notwithstanding any other provisions in this Section 2.17, (x) the Borrower shall be entitled to withdraw Collateral in connection with payment or prepayment of such Collateral and (y) the Borrower shall be permitted to withdraw such Collateral in connection with sales to third parties or a monetization (that is not a payment or prepayment) (any such monetization or sale, a “Third Party Sale”) provided that in connection with any such Third Party Sale and after giving effect to such Third Party Sale and the prior addition (a “Collateral Addition”) of any replacement Collateral (which replacement Collateral shall cease upon comprise the transfer highest ranked Listed Eligible Assets immediately prior to such replacement and the lowest ranked Collateral on the Pledged Collateral List immediately following such replacement), either (I) no Material Default or Event of Default shall have occurred and be continuing or (II) a Material Default or Event of Default shall have occurred and be continuing, but such Third Party Sale is consummated pursuant to a binding commitment entered into at a time that no Material Default or Event of Default had occurred and was continuing or would have resulted therefrom (it being understood that the proceeds of any such transaction described in clause (x) or (y) above shall be paid into the accounts established pursuant to Section 5.8). At such time as any Listed Eligible Assets are required to be pledged as Collateral in order to comply with the terms hereof, the Borrower shall (i) cause a sufficient amount of the Loaned Securities by Borrower highest ranked Listed Eligible Assets to Lenderbe transferred to a Collateral SPV and (ii) take any other actions as the Administrative Agent or the Collateral Trustee may reasonably request for the purposes of fully perfecting or renewing the rights and security interests of the Collateral Trustee, on behalf of the Banks, with respect to the Collateral. In addition to Collateral withdrawals otherwise permitted pursuant to this Agreement or any other Loan Document, promissory notes and related transfer documents, if any, constituting part of any Collateral (and any related collateral) if requested by the rights and remedies given Borrower at any time prior to Lender hereunder, Lender shall have all the rights and remedies commencement of a secured party under Foreclosure (as defined in the UCCCollateral Trust Agreement) in respect thereof, shall be released by the Collateral Trustee to the custody of the Borrower, the applicable Grantor or its agents in escrow pending any enforcement action, exercise of rights or other customary actions in lieu of enforcement or for the purpose of correction of defects, if any, in each case in respect of any such promissory notes and related collateral. It is understood and agreed that Lender may use any Collateral released pursuant to the foregoing sentence shall remain Collateral except in connection with a withdrawal otherwise permitted pursuant to this 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 other 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 Document. (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification Beginning on the books October 15, 2009 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 each April 15th and October 15th thereafter (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 15Business Day, the next day following Business Day), the Joint Lead Arrangers shall (i) in consultation with Barclays Bank PLC, Wachovia Bank, National Association and Deutsche Bank AG New York Branch (in each case so long as it shall be a Bank under this Agreement or either of the New Credit Agreements) (each, a “Consulting Bank”) undertake a review to determine if any re-ranking of the Listed Eligible Assets and/or the Pledged Collateral List is appropriate, and (ii) if any such re-ranking is appropriate, undertake such re-ranking, in their sole and absolute discretion, in consultation with the Consulting Banks. In connection with any such re-ranking, the Borrower shall cooperate with the Joint Lead Arrangers in any diligence, including providing information related to the Collateral and the Listed Eligible Assets, reasonably requested by the Joint Lead Arrangers for purposes of such re-ranking. Each inclusion of assets in the Collateral shall be in the order of the then-current ranking of Listed Eligible Assets and, following inclusion, such assets shall constitute the lowest ranked Collateral on which the Pledged Collateral List. Any increase in the funding of any asset included in the Collateral or Listed Eligible Assets shall be considered part of such a transfer may asset and shall be effectedincluded in the Borrowing Base Value thereof. 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 Any newly originated or acquired assets or assets that become available that were previously pledged or mortgaged as collateral in connection with the DB Master Repurchase Agreement or the GE Credit Tenant Lease Facility that qualify as Eligible Assets shall be automatically included in the Listed Eligible Assets (and the Joint Lead Arrangers may re-rank the Listed Eligible Assets in connection therewith, in consultation with the Consulting Banks). Any Fremont Asset that qualifies as an Eligible Asset, immediately as of the time it is no longer subject to the Fremont Participation Agreement, shall be automatically included in the Listed Eligible Assets. Notwithstanding anything to the contrary herein, at the time any Fremont Assets are added to Listed Eligible Assets and once the Joint Lead Arrangers have been afforded a reasonable opportunity to rank such other assets, in consultation with the Consulting Banks in a special one-time reranking of Listed Eligible Assets (the “Special Fremont Reranking”), the Joint Lead Arrangers may effect substitutions of the Collateral to Lender as may be acceptable to Lenderwith any Listed Eligible Assets.

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, Xxxxxx 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, Xxxxxx 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, 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 (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 xxxx 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.