Common use of Collateral Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 Borrower shall be deemed to have transferred Collateral to Lender by crediting ▇▇▇▇▇▇’s account carried by Borrower with Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition .▇▇▇▇▇▇ will be deemed to have transferred Loaned Securities to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and therefore not subject to the rights and remedies given general possession to control requirements of Exchange Act rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender hereunderon the date Borrower treats such securities as customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender shall have all the rights or continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and remedies of a secured party under the UCC. Borrower. 4.3 It is understood that Lender may use use, lend or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.4 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer, and hereby authorizes Borrower to effect the transfer of, the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 4.5 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer nottransfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of returnof the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.6 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as actingas Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned theLoaned Securities. 4.6 4.7 In the event Borrower and ▇▇▇▇▇▇ agree to a Loan of Securities collateralized by a Letter of Credit, in order to enable the Issuing Bank to identify ▇▇▇▇▇▇ and issue the Letter of Credit in favor of ▇▇▇▇▇▇, ▇▇▇▇▇▇ hereby agrees that Borrower may provide information in its possession concerning ▇▇▇▇▇▇’s identity to the Issuing Bank. Prior to the expiration of any letter of credit supporting Borrower▇▇▇▇▇▇▇▇’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

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

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

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

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

Collateral. 4.1 Unless otherwise agreedBorrower acknowledges this Note is secured by, Borrower shallin addition to any other collateral, prior a (Deed of Trust or Mortgage, as applicable), Security Agreement, Financing Statement and Assignment of Rents dated October 22, 2001 (the " "), by , Inc. to or concurrently with a trustee is favor of Lender on certain real property commonly known as . The contains the transfer of the Loaned Securities to Borrowerfollowing due on sale provision: "It is expressly acknowledged, but covenanted and agreed that except as may be permitted in this that there may be no case later than the Close of Business on the day of such transfersale, lease, exchange, assignment, conveyance, encumbrance, mortgage, alienation, 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 disposition (herein collectively called a "Disposition") of (a) if Lender is a Broker-Dealer all or any portion of the Property or any lease thereof (or any interest therein) which gives the lessee any option to purchase the Property or any part thereof, or (b) all or any part of the legal or beneficial ownership interest or management control in Borrower, unless Lender has provided its prior written consent thereto. In the event there occurs a Disposition without Lender's written consent, then Lender may, at Lender's option, accelerate the maturity of the Note and enforce any and all of Lender's rights, remedies and recourses set forth in this upon the occurrence of an Event of Default. It is acknowledged and agreed that the Lender may withhold, at its sole option, its consent to any Disposition as described above. Lender's failure to respond or otherwise consent within such thirty (30) day period shall be deemed a denial of the request for approval. Lender's failure to exercise its remedies hereunder for a disapproved Disposition shall not be construed as a waiver of Lender's right to subsequently exercise such remedies, and Lender's approval of a Disposition shall not be construed as a waiver of the provisions hereof with respect to ______ Note any subsequent Disposition. The rights and options herein granted to Lender may be exercised at Lender's sole option and discretion, need not be based upon an increased business risk or any other risk, and are an integral and valuable part of the security given to Lender. Notwithstanding the provisions of this section, Borrower may sell or otherwise convey the Property, or any interest therein, without the consent of Lender provided that all outstanding and unpaid amounts of the Secured Obligations [as defined in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on ] are fully repaid at 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 time of such Collateral may be effected under Section 15, the next day on which such a transfer may be effectedsale or conveyance. 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 Borrower shall be deemed to have transferred Collateral to Lender by crediting Lender’s account carried by Borrower with Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition Lender will be deemed to have transferred Loaned Securities to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and therefore not subject to the rights and remedies given general possession to control requirements of Exchange Act rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender hereunderon the date Borrower treats such securities as customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender shall have all the rights or continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and remedies of a secured party under the UCC. Borrower. 4.3 It is understood that Lender may use use, lend or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 4.4 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer, and hereby authorizes Borrower to effect the transfer of, the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 4.5 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 4.6 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 4.7 In the event Borrower and Lender agree to a Loan of Securities collateralized by a Letter of Credit, in order to enable the Issuing Bank to identify Lender and issue the Letter of Credit in favor of Lender, Lender hereby agrees that Borrower may provide information in its possession concerning Lender’s identity to the Issuing Bank. Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

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

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

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

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

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

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

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

Collateral. 4.1 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 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 agreed5.1 Any Collateral to be provided to the Clearing House by the Sponsor Company in its capacity as a Sponsor shall be governed by and provided pursuant to the Clearing Membership Agreement. 5.2 The SP Company will transfer or deliver Collateral of such amount and within such time limits as are required in accordance with the Rules from time to time. Collateral shall be provided to the Clearing House by the SP Company in the manner specified in the Rules. Transfer shall be by way of outright transfer of cash or, Borrower shallas the case may be, prior title to securities, to or concurrently to the order of the Clearing House or such other assets as may be eligible as Collateral in accordance with the transfer Rules. 5.3 Transfers or deliveries in respect of Collateral shall be reflected in such accounts of the Loaned Securities SP Company at the Clearing House (including, in the case of Margin, in the Individually Segregated Sponsored Account) as may be specified from time to Borrowertime by the Clearing House. 5.4 Where the Clearing House has any obligation to re-transfer or re-deliver to the SP Company any cash or securities which have been previously transferred or delivered to the Clearing House by the SP Company, but the obligation of the Clearing House will be to transfer or deliver the amount of cash or equivalent securities (being securities of the same type, nominal value, description and amount; or, where any securities have been redeemed or undergone some other change after their transfer or delivery to the Clearing House, the proceeds of such redemption, less any deduction or withholding for or an account of tax required by Applicable Laws, or the securities so changed shall be equivalent securities for these purposes) and accordingly, the Clearing House shall have the right to deal with any amounts or securities transferred or delivered to it as referred to in no this Clause 5 in any manner. 5.5 In relation only to cash Collateral held by the Clearing House, the Clearing House will transfer to the SP Company an amount in respect of interest on the net amount of Collateral to the SP Company's account from time to time at the rate determined by the Clearing House from time to time, less any deduction or withholding for or an account of tax required by Applicable Laws. 5.6 The Clearing House and the SP Company each represent to the other (which representation shall be deemed to be repeated as of each date on which it transfers, re-transfers, delivers or re-delivers any amounts or securities to the other as referred to in this Clause 5) that it is the sole owner of or otherwise has the right to transfer all such amounts or securities to the other party, free and clear of any Encumbrances of the transferor or of any third Person (other than a lien routinely imposed on all securities in a relevant settlement system or central securities depository, not being the Clearing House, and, in the case later of the Clearing House, any deduction or withholding for or an account of tax required by Applicable Laws). All right, title and interest in and to any amounts or securities transferred, re-transferred, delivered or re-delivered as referred to in this Clause 5 shall vest in the recipient free and clear of any rights or Encumbrances of the transferor or of any third Person accordingly. 5.7 This Clause 5 is intended to create an ownership right in relation to any cash or other property transferred by the SP Company to the Clearing House pursuant to this Clause 5. Nothing in this Clause 5 is intended to create or does create in favour of the Clearing House or any other person any Encumbrance in relation to any cash or other property transferred by the SP Company to the Clearing House pursuant to this Clause 5. 5.8 The SP Company acknowledges that the Clearing House may attribute a value to any item of Permitted Cover which is less than the Close face or market value thereof (the discount from face or market value being known as a "haircut") and that the Clearing House may, from time to time, change the way in which it values Permitted Cover or the extent to which the value it attributes to items of Business Permitted Cover is less than the face or market value thereof and that this may affect the SP Company's obligations to transfer or deliver amounts or securities for the purposes of this Clause 5. 5.9 The Sponsor Company acknowledges that all Collateral (other than Guaranty Fund Contributions) in respect of the Individually Segregated Sponsored Account is provided by the SP Company to the Clearing House on a title transfer basis (or, if the SP Company has executed a Pledged Collateral Addendum, on a security financial collateral arrangement basis). Each of the parties agree that the provisions of this Clause 5 and the provisions of the Rules relating to the procedures to be followed on the day occurrence of such transfer, transfer an Event of Default are intended to Lender Collateral with a Market Value at least equal to fall within the Margin Percentage scope of the Market Value Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003/3226) and that the provisions of the Loaned Securitiesthose regulations may accordingly be applied. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s 5.10 Notwithstanding anything in this Clause 5: (i) the Clearing House may perform any of its obligations in respect of such Loan and for Collateral received by it in respect of an Individually Segregated Sponsored Account to the Sponsor Company or SP Company, to the extent permitted under the Rules; (ii) any other Collateral provided to the Clearing House in respect of an Individually Segregated Sponsored Account shall be in discharge of applicable obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, both the Sponsor Company 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 LenderSP Company, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right pursuant to the return of the CollateralRules; and if Lender transfers Loaned Securities (iii) the Sponsor Company and SP Company may agree and arrange for either of them to Borrower pay and 2■2000 Master Securities Loan Agreement Borrower does not transfer receive Collateral to Lender as provided in Section 4.1respect of an Individually Segregated Sponsored Account, Lender shall have the absolute right to the return of extent permitted under the Loaned SecuritiesRules. 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 1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 2. Borrower shall be deemed to have transferred Collateral to Lender by crediting ▇▇▇▇▇▇'s account carried by Borrower with Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s 's obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition ▇▇▇▇▇▇ will be deemed to have transferred Loaned Securities to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and therefore not subject to the rights and remedies given general possession or control requirements of Exchange Act rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books date Borrower treats such securities as customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and records of Lender if it is a “securities intermediary” within the meaning of the UCCBorrower. 4.3 3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer, and hereby authorizes Borrower to effect the transfer of, the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 4. If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 5. Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 6. In the event Borrower and ▇▇▇▇▇▇ agree to a Loan of Securities collateralized by a Letter of Credit, in order to enable the Issuing Bank to identify ▇▇▇▇▇▇ and issue the Letter of Credit in favor of ▇▇▇▇▇▇, ▇▇▇▇▇▇ hereby agrees that Borrower may provide information in its possession concerning ▇▇▇▇▇▇'s identity to the Issuing Bank. Prior to the expiration of any letter of credit supporting Borrower’s ▇▇▇▇▇▇▇▇'s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreed, Borrower ETS shall, prior to or concurrently with the transfer of the Loaned Securities to BorrowerETS, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage (as defined herein) of the Market Value of the Loaned Securities, by crediting Lender’s account carried by ETS with the Collateral; such collateral will in turn be automatically swept into a deposit account at one or more banks (collectively, the “Banks”). 4.2 The Collateral transferred by Borrower ETS to Lender, as adjusted pursuant to Section 910, shall be security for BorrowerETS’s obligations in respect of such Loan and for any other obligations of Borrower ETS to Lender hereunder. Borrower ETS hereby pledges with, assigns to, and grants Collateral Agent for the benefit of Lender a continuing first first-priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower ETS and which shall cease upon the transfer of the Loaned Securities by Borrower ETS to Lender. In addition to the rights and remedies given to Lender hereunderCollateral Agent for the benefit of Lender, Collateral Agent on behalf of Lender shall have all the rights and remedies of a secured party under the UCC. It ▇▇▇▇▇▇ understands and agrees that the Collateral swept to the Banks will be deposited into one or more accounts which also contain collateral pledged for securities loans made between ETS and other lenders of securities to ETS and that the Collateral in such account is understood that allocated to Lender may use or invest in accordance with the Collateral, if such consists calculations contained in Section 10 of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possessionthis Agreement. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may ▇▇▇▇▇▇ will be accomplished by appropriate identification deemed to have transferred Loaned Securities to ETS on the books date ETS treats such securities as having been borrowed pursuant to Exchange Act rule 15c3-3(b)(3) and records therefore not subject to the general possession or control requirements of Exchange Act rule 15c3-3(b). ETS will be deemed to have transferred Loaned Securities to Lender if it is a “on the date ETS treats such securities intermediary” within as customer securities subject to the meaning general possession or control requirements of the UCCExchange Act rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or continue to be borrowed by ETS pursuant to any rehypothecation agreement between Lender and ETS. 4.3 Except as otherwise provided herein, upon the transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 67, Lender shall be obligated to transfer, and hereby authorizes ETS to effect the transfer of, the Collateral (as adjusted pursuant to Section 910) to Borrower ETS no later than the Cutoff Time on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 1516, the next day on which such a transfer may be effected. 4.4 If Borrower ETS transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to BorrowerETS, Borrower ETS shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower ETS and 2■2000 Master Securities Loan Agreement Borrower ETS does not transfer Collateral to Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 Borrower ETS may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; , provided, however, that such substituted Collateral shall (a) consist only of cash, securities securities, or other property that Borrower ETS and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerETS, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

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

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

Collateral. 4.1 Unless otherwise agreed, Borrower IB shall, prior to or concurrently with the transfer of the Loaned Securities to BorrowerIB, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower IB to the Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s IB's obligations in respect of such Loan and for any other obligations of Borrower IB to Lender hereunder. Borrower IB hereby pledges with, assigns to, to and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities by Lender to Borrower IB and which shall cease upon the transfer of the Loaned Securities by Borrower IB to Lender. In addition to the rights and remedies given to Lender hereunder, Lender ▇▇▇▇▇▇ shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” intermediary within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer, and hereby authorizes IB to effect the transfer of, the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time IB on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. IB will be deemed to have returned Loaned Securities to Lender on the date IB treats such securities as Customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3- 3(b)(3), without regard to whether such securities are thereby returned to Lender or continue to be borrowed by IB pursuant to any rehypothecation agreement between Lender and IB. 4.4 If Borrower IB transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to BorrowerIB, Borrower IB shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower IB and 2■2000 Master Securities Loan Agreement Borrower IB does not transfer Collateral to Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), IB may substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities securities, or other property that Borrower IB and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as BorrowerLoans, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration Where Collateral in respect of any letter Loan is provided to Lender in the form of credit supporting Borrower’s obligations hereundercash deposited at a bank or cash or other eligible Collateral deposited with a securities intermediary, Borrower shallin each case in an account in the name of IB pledged to Lender, no later than the Extension Deadlineand subject to a deposit account control agreement or securities account control agreement, respectively (a) obtain an extension each, a "Pledge Account"), ▇▇▇▇▇▇ agrees that, prior to Lender's delivery of the expiration a notice of exclusive control to such letter of creditbank or securities intermediary, (b) replace IB may make deposits to and withdrawals from any such letter of credit by providing Pledge Account in accordance with this Section 4 without further consent from Lender. Lender hereby consents to IB sharing information about Lender with a substitute letter such bank or securities intermediary for the purpose of credit in an amount at least equal to establishing the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to LenderPledge Account.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Collateral. 4.1 1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender deposit in a collateral custody account ("Custody Account") established at a bank , as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the "Exchange Act"), or at such other custodian as Borrower may choose (the "Custodian"), Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. The Custody Account may be an omnibus account established at the Custodian that holds Collateral in an aggregate amount at least equal to the amount required under this Paragraph 4.1 for all Lenders who have loaned Securities to Borrower. If the Collateral Account is an omnibus account, the Custody Bank or a third-party agent or trustee (the "Agent" or "Trustee") must maintain subledgers showing the amount of Collateral owed to each Lender with respect to the Securities that each such Lender has loaned to Borrower. The Custody Account must be established in the name of each Lender as an omnibus account, in the name of all Lenders, or in the name of Trustee for the benefit of all Lenders. By executing this Agreement, ▇▇▇▇▇▇ hereby agrees that Borrower will deposit Collateral in a Custody Account in the name of Lender or all Lenders, or the Trustee for the benefit of all Lenders at the Custody Bank in accordance with Annex A hereto, which may be amended by Lender without notice. Further, ▇▇▇▇▇▇ agrees that Agent or Trustee may instruct the movement of Collateral as set out in Annex A hereto. 4.2 2. The Collateral transferred by Borrower to Lenderdeposited in the Custody Account, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, Collateral deposited into the Collateral, which shall attach upon the transfer of the Custody Account must be allowable collateral as identified in Annex B to this Agreement. ▇▇▇▇▇▇ will be deemed to have transferred Loaned Securities by Lender to Borrower on the date Borrower treats such securities as having been borrowed pursuant to Rule 15c3-3(b)(3) under the Exchange Act and which shall cease upon therefore not subject to the transfer general possession or control requirements of the Exchange Act Rule 15c3-3(b). Borrower will be deemed to have transferred Loaned Securities to Lender on the date Borrower treats such securities as customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or continue to be borrowed by Borrower pursuant to Lender. In addition to the rights any hypothecation agreement between Lender and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 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. 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 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 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 (a) Unless otherwise agreedagreed by Issuer and Dealer, Borrower Dealer shall, prior to or concurrently with the transfer issuance of the Loaned Securities Issued Shares to BorrowerDealer, but in no case later than the Close close of Business business on the day of such transferapplicable Issuance Date, transfer to Lender the Collateral with a Agent, for deposit to the Collateral Account, Collateral such that the aggregate Market Value of all Collateral will be at least equal to the Margin Percentage of the Market Value of the Loaned SecuritiesCollateral Requirement on such Issuance Date. 4.2 The (b) Any Collateral transferred by Borrower Dealer to Lender, as adjusted pursuant to Section 9, the Collateral Agent hereunder shall be security for BorrowerDealer’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunder. Borrower Dealer hereby pledges with, assigns to, and grants Lender the Collateral Agent for the benefit of Issuer a continuing first priority security interest in, and a lien upon, the CollateralCollateral so transferred, which shall attach upon the transfer issuance of the Loaned Securities Issued Shares by Lender Issuer to Borrower Dealer and which shall cease upon the transfer of any such Collateral to Dealer in accordance with the Loaned Securities by Borrower to Lenderterms of this Agreement. In addition to the rights and remedies given to Lender the Collateral Agent hereunder, Lender shall have the Collateral Agent may exercise on behalf of Issuer all the rights and remedies of a secured party under the UCC. It is understood that Lender Notwithstanding anything to the contrary herein, Issuer may not use or invest the Collateral and the Collateral Agent shall take no instruction from Issuer regarding the use or investment of Collateral, if such consists . (c) Following the repurchase for cancellation by Issuer of cash, at its own risk, but that the Issued Shares (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 (aShares) 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 65, Lender the Collateral Agent shall release to Dealer an amount of Collateral selected by Dealer such that immediately following such release of Collateral, the Market Value of the Collateral will be at least equal to the Collateral Requirement. Such release 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 Issued Shares (or other Shares) are repurchased for cancellation, or if such day is not a day on which a transfer of such Collateral may be effected under Section 1512, or if the repurchase for cancellation of Issued Shares (or other Shares) from Dealer by Issuer occurs after the Cutoff Time on such day, then in each case the next day on which such a transfer release or repurchase for cancellation (as applicable) may be effected. 4.4 (d) If Borrower Dealer transfers Collateral to Lenderthe Collateral Agent, as provided in this Section 4.13, and Lender pays the Payment Amount, and Issuer does not transfer issue the Loaned Securities Issued Shares to BorrowerDealer on the Initial Issuance Date, Borrower Dealer shall have the absolute right to the return of the Collateral; 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 SecuritiesPayment Amount. 4.5 Borrower (e) Dealer may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, Issuer and the applicable method of transfer)Collateral Agent, substitute Collateral for Collateral securing any Loan or Loansthe Issued Shares; 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 Percentage Collateral Requirement as of the Market Value date of such substitution. (f) Any Collateral deposited in the Collateral Account shall be segregated from all other assets and property of the Loaned SecuritiesCollateral Agent, which such segregation may be accomplished by appropriate identification on the books and records of the Collateral Agent, as Securities Intermediary. If at any time the Securities Intermediary for the Collateral Account is not the Collateral Agent, such Securities Intermediary shall acknowledge that the Collateral Account is maintained for the Collateral Agent and undertake to treat the Collateral Agent as entitled to exercise the rights that comprise the Collateral credited to the Collateral Account. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (ag) obtain an extension Each of the expiration parties to this Agreement hereby agree that Cash and each item within the definition of such letter of credit, (bNon-Cash Collateral shall be treated as a “financial asset” as defined by Section 8-102(a)(9) 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 LenderUCC.

Collateral. 4.1 Unless Borrower shall provide and maintain from time to time as collateral an amount of U.S. Dollars or Digital Currency (other than Loaned Currency) to be mutually determined and agreed upon by L▇▇▇▇▇ and Borrower (together with (i) all “security entitlement” (as defined in UCC Section 8-102(17) of the UCC) or “general intangibles” (as defined in UCC Section 9-102(42) of the UCC) of Borrower in respect of or relating to such Digital Currency purchased with the proceeds of any Loan provided hereunder, (ii) the Collateral Accounts, and (iii) all proceeds (as defined in the UCC) of the foregoing, the “Collateral”) and memorialized in a Loan Term Sheet; provided that upon the provision of any Additional Collateral (as defined below), the Collateral shall be deemed to include the Additional Collateral. The collateralization of any Loan, as of any date of determination, shall be measured as a percentage (the “Margin Ratio”), obtained by dividing (i) the value as of such date of the Collateral supporting such Loan (the “Collateral Value”), by (ii) the value as of such date of the outstanding Loaned Currency under such Loan, together with all accrued and unpaid fees with respect to such Loan, in each case, valued at the Market Spot Rate. To the extent applicable, the Collateral Value may be determined by converting any Digital Currency that serves as Collateral to U.S. Dollars, in each case using the applicable Market Spot Rate; provided that Collateral provided in U.S. Dollars shall always be valued at the face value thereof. Except as Lender and Borrower may otherwise agreedagree, 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, shall transfer to Lender Custodian, or cause to be maintained in a Collateral Account, Collateral with a Market Collateral Value at least equal sufficient to satisfy the applicable Required Margin Ratio prior to Lender’s transfer to Borrower of any Loaned Currency pursuant to a particular Loan, and Lender shall have no obligation to transfer any Loaned Currency pursuant to a Loan prior to completion of the Confirmation Protocol with respect to the Margin Percentage of applicable Collateral. Notwithstanding the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lenderforegoing, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such if Lender provides a 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 transfer, or cause to be maintained in a Collateral Account, Collateral sufficient to Lender as provided in Section 4.1satisfy the applicable Required Margin Ratio with respect to such Loan, Lender shall have the absolute right to the immediate return of the applicable Loaned SecuritiesCurrency. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 4.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. To protect the Lender in the event Borrower defaults, the Collateral will consist of cash that is deposited with a third-party bank (“Bank”) in an account titled “Collateral Account For The Benefit of Ustocktrade Securities Inc. Customers” (the “Collateral Account”). Collateral will be transferred each business day from USTS into the Collateral Account. In connection with the Collateral Account, Lender has also entered into that certain Collateral Management Agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Law, PLLC (“Collateral Manager”), which shall serve as collateral agent on behalf of Lender. Based upon the structure of the Collateral Account and the powers vested in the Collateral Manager on behalf of Lender, each of the parties hereunder acknowledge and agree that Lender will have control over Collateral at all times and in no event will Borrower have possession or control over the Collateral in the Collateral Account. Therefore, for the avoidance of doubt, and as further described in Section 12, if a Default occurs with respect to the Borrower, Lender understands and acknowledges that it shall have immediate access to and control of the Collateral. 4.2 4.2. Borrower shall be deemed to have transferred Collateral to Lender upon transfer of Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities to the Collateral Account. 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 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 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 4.4. 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 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 4.6. 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 's obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

Collateral. 4.1 Unless otherwise agreedOn receipt of the Securities, Borrower shall, prior shall deliver to or concurrently with the transfer of the Loaned Securities to Borrower, but in Lender no case later than the Close close of Business the same business day (as defined in paragraph 20 hereof) collateral in an amount equal to at least 102% of the market value of the Securities and which consists of cash, and/or securities issued or guaranteed by the United States government or its agencies or instrumentalities. (The amount of any such cash or other collateral plus the aggregate of all additional amounts deposited by Borrower with Lender pursuant to paragraph 4 hereof and invested by the Lender pursuant to paragraph 7 hereof and less the aggregate of all amounts released by Lender pursuant to paragraph 4 hereof are called the "Collateral"). The market value of the Securities (including Government Securities and Debt Securities, as defined below) and of any securities accepted by the Lender as Collateral shall be determined on the day basis of the last reported sales prices on the principal national securities exchange on which the Securities or such transfersecurities accepted as Collateral are traded or, transfer if not so traded, as reasonably determined by Lender. However, if the Securities are securities which are issued or guaranteed by the United States government or its agencies ("Government Securities") or are debt obligations of corporations, including bonds, debentures, notes, certificates or other evidence of indebtedness ("Debt Securities"), Borrower shall deliver Collateral in an amount equal to Lender Collateral with a Market Value at least equal to the Margin Percentage 102% of the Market Value market value of the Loaned Government Securities or Debt Securities plus the interest accrued on such Securities. 4.2 . The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9, shall be security for Borrower’s obligations in respect of such Loan and for any other secure all obligations of Borrower to Lender hereunder. Borrower hereby pledges with, assigns to, and grants Lender Lender, in addition to all its other rights with respect thereto under this Agreement shall have a continuing first priority security interest in, in and a lien upon, or title to, the Collateral, which Collateral and shall attach upon the transfer have a right of the Loaned Securities by Lender set-off with respect to Borrower and which shall cease upon the transfer all obligations of the Loaned Securities by Borrower to LenderLender whether arising under this Agreement or otherwise. In addition Borrower represents and warrants that it has the unqualified right to sell, transfer, assign or pledge the rights collateral which will become Collateral and remedies given that such collateral, upon delivery to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term will be free of any Loan hereunderlien, segregate Collateral from all securities claim or other assets in its possessionencumbrance. Lender may Retransfer Collateral only (a) if Lender is a BrokerBarclays Global Investors 45 Fremont Street ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇.O. Box 7101 San F▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.▇▇▇▇

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

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

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

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

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

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

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

Collateral. 4.1 Unless otherwise agreedIn connection with any Deemed Sale of the CBO-2 Collateral effectuated by means of an actual foreclosure sale where the Collateral Agent successfully "credit bids" for the CBO-2 Collateral, Borrower shallthe aggregate amount of such "credit bid" shall be allocated among the unpaid Repo Obligations, the outstanding obligations evidenced by the Series A Notes and the outstanding obligations evidenced by the Series B Notes based upon the amounts of each of such debt obligations outstanding at the date of the Deemed Sale of the CBO-2 Collateral, on the one hand, relative to the total amount of such debt obligations then outstanding, on the other hand; provided, however, that the amount of the obligations then deemed outstanding on account of the Series A Notes and the Series B Notes shall be reduced by any Proceeds previously actually realized and applied on account of the Series A Notes and the Series B Notes from a disposition of all or part of the Miscellaneous Collateral or, if no such disposition of all or part of the Miscellaneous Collateral has occurred prior to or concurrently with the transfer date of determination of the Loaned Securities to Borroweroutstanding debt obligations, but in no case later than by the Close of Business on the day of net book value for 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, assets 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 reflected on the books and records of Lender if it is a “securities intermediary” within CMI for the meaning most recently concluded reporting period. Upon the allocation of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender aggregate obligations "credit bid" by the Collateral Agent in connection with the Deemed Sale of the Loaned Securities CBO-2 Collateral, as hereinabove provided, the deficiency claim of each of the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee against CMI arising on account of such Deemed Sale shall be the difference, in each case, between the amount of such "credit bid" allocated to the Repo Obligations or the outstanding obligations evidenced by the Series A Notes and the Series B Notes, respectively, on the day one hand, and the unpaid balance of the Repo Obligations and the outstanding obligations evidenced by the Series A Notes and the Series B Notes, respectively, on the other hand, as of the date of such Deemed Sale. Anything herein to the contrary notwithstanding, each of the Note A Indenture Trustee and the Note B Indenture Trustee may elect not to participate in the "credit bid" procedure for a Loan is terminated pursuant Deemed Sale of the CBO-2 Collateral by written notice to Section 6the Repo Purchaser and the Collateral Agent given not later than ten (10) Business Days prior to the date of the actual foreclosure sale of the CBO-2 Collateral, Lender whereupon such Indenture Trustee shall retain its full deficiency claim against CMI on account of the outstanding obligations evidenced by the applicable Notes without regard to the Deemed Sale of the CBO-2 Collateral, shall not have any beneficial ownership interest in the Deemed Sale Entity or the CBO-2 Collateral, shall continue to be obligated to transfer release the CBO-2 Collateral from such Indenture Trustee's security interest therein, as required by Article VI, Section (as adjusted b)(ii) above, and shall forfeit any and all rights to any Proceeds thereafter realized on the CBO-2 Collateral to which such Indenture Trustee would otherwise be entitled pursuant to the provisions of Article VI, Section 9(b)(ii) 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 effectedabove. 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 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 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 for the Indebtedness, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guarantor" means and includes without limitation each and all of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lenderguarantors, 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 includes 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 Washington First International Bank, its successors and assigns. Liquid Assets. The words "Liquid Assets" mean Borrower's cash on hand plus Borrowers readily marketable securities. Loan. The word "Loan" or "Loans" means and includes without limitation any and all commercial loans and financial accommodations from Lender to LenderBorrower, whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time.

Collateral. 4.1 Unless otherwise agreed, 4.1. 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 for the benefit of Lender Collateral with a Market Value at least equal to the Margin Percentage of the Market Value of the Loaned Securities. 4.2 The , to one or more collateral custody accounts (collectively, the “Custody Account”) established at one or more banks, as that term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the “Exchange Act”), or to such other custodians as Borrower may choose (each a “Custodian”). Collateral transferred by Borrower to Lenderthe Custody Account for the benefit of Lender shall be eligible Collateral as identified in Schedule I to this Agreement. ▇▇▇▇▇▇ understands and agrees that the Custody Account may hold the Collateral for Lender with collateral pledged by Borrower for other lender customers of Borrower participating in The FPL Program. By executing this Agreement, ▇▇▇▇▇▇ hereby agrees that Borrower will transfer Collateral to a Custody Account at the Custodian. 4.2. The Collateral provided for the benefit of Lender and held in the Custody Account, as adjusted pursuant to Section 9Sections 10 and 16, shall be security for Borrower’s obligations in respect of such Loan the Loaned Securities and for any other obligations of Borrower to Lender hereunder. Borrower hereby pledges Pursuant to the Collateral Administration Agreement attached hereto as Annex D, ▇▇▇▇▇▇▇▇ has pledged with, assigns assigned to, and grants granted the Collateral Administrator on behalf of and for the benefit of Lender a continuing first first-priority security interest in, and a lien upon, the CollateralCollateral for any Loan hereunder, 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 4.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 67, Lender shall be obligated to and Borrower may transfer the Collateral for such Loan (as adjusted pursuant to Section 910) from the Custody Account to Borrower no later than the Cutoff Time on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 15, the next day on which such a transfer may be effectedBorrower. 4.4 4.4. If Borrower transfers Collateral to the Custody Account for Lender’s benefit, 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 the Custody Account for ▇▇▇▇▇▇’s benefit 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), may substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities securities, or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and as set out in Schedule I 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 . In connection with the transfer of Collateral to a Custodian appointed by ▇▇▇▇▇▇, ▇▇▇▇▇▇ hereby authorizes Borrower to increase or decrease the expiration amount of any letter Collateral held by such Custodian for the benefit of credit supporting Borrower’s obligations hereunderLender, Borrower shall, no later than provided that at all times the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with Collateral shall have a substitute letter of credit in an amount Market Value at least equal to the amount Margin Percentage of the letter Market Value of credit for which it is substitutedthe Loaned Securities. In addition, or (c) transfer such other ▇▇▇▇▇▇ hereby authorizes Borrower to instruct the Custodian to return Collateral to Borrower upon termination of a Loan and the transfer to Lender as of the Loaned Securities. 4.6. Collateral for Loaned Securities may earn interest, based on the type of collateral involved, market conditions, and other factors. To the extent that interest is earned on that collateral, Alpaca will receive a portion of that interest and may share a portion of that interest with your Introducing Firm to the extent applicable. In addition, a further portion of any interest earned on Collateral may be acceptable to Lenderreflected in compensation you receive in connection with your Loaned Securities.

Collateral. 4.1 Unless otherwise agreed, (a) The Borrower shall, prior to or concurrently with the transfer of the Loaned Securities to Borrower, but shall post Collateral in no case later than the Close of Business on the day of such transfer, transfer to Lender Collateral Digital Assets with a Market Value value (expressed as a percentage) at least equal to the Margin Percentage Initial Collateral Level of the Market Value Loan Assets as set out in the Loan Term Sheet. Collateral shall always be valued at the Spot Price. For the avoidance of doubt, Collateral Level means the ratio of the Loaned Securitiesvalue of the Collateral to the value of the Loan Assets. Reference to Collateral shall include any Additional Collateral (defined below) subsequently posted by the Borrower. 4.2 (b) For the avoidance of doubt and notwithstanding that the Loan Term Sheet sets out the type and amount of Collateral to be provided, if the Lender (in its reasonable discretion) determines that there is any material regulatory or liquidity risk in relation to the Digital Asset provided as Collateral, or in the event that the value of the Collateral (based on the Spot Rate) decreases by 40% or more within a twelve (12) hour rolling period, the Lender shall have the right to, by notice to the Borrower, require the Borrower to: (i) replace the Collateral with a different Digital Asset (such Digital Asset to be agreed between the Lender and the Borrower and transferred to the Lender within three Business Days of such notification); and/or (ii) prepay all or a portion of the Loan Balance on demand. If the Borrower replaces the Collateral pursuant to paragraph (b)(i) above, the Lender shall return the previous Collateral to the Borrower in accordance with paragraph (e) below. (c) The Collateral transferred Transferred by the Borrower to Lender, as adjusted pursuant to Section 9, the Lender shall be security for Borrower’s obligations the account of the Lender in respect of such the relevant Loan and for any other obligations of the Borrower to the Lender hereunder. The Borrower hereby pledges with, assigns absolutely to, and grants the Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Loan Assets by the Lender to the Borrower and which shall cease upon the transfer unconditional and irrevocable repayment of all amounts owing by the Borrower to the Lender pursuant to the Loan Documents. Subject to its rights to the Collateral in the Event of Default as expressly set forth in this Agreement, the Lender hereby represents, warrants and covenants that (i) the Collateral at all times shall be maintained in a cold storage Digital Asset wallet provided by Fireblocks (or such other trusted third-party service provider as may be agreed between the Lender and the Borrower) (the “Collateral Wallet”), (ii) the Lender maintains sole control over the Collateral Wallet and that no transfers shall be made out of the Loaned Securities by Borrower to Lender. In addition Collateral Wallet except with the written instruction of at least two Two Prime Authorized Agents and prior written notice to the rights and remedies given to Lender hereunderBorrower, (iii) the Lender shall have all the rights and remedies not in any manner at any time, directly or indirectly, use, transfer, invest, hypothecate or re-hypothecate, pledge or re-pledge any of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists and (iv) the Lender shall promptly provide the Borrower, upon the Borrower’s request, any information requested by the Borrower reasonably necessary to verify the balance of cashthe Collateral Wallet. (d) Once the Lender transfers Loan Assets to the Borrower, at the Borrower shall Transfer Collateral sufficient to comply with the applicable Collateral Level set forth in the Loan Term Sheet within six hours of receipt of the Loan Assets. The Collateral shall be Transferred into the Digital Asset Address designated by the Lender and notified to the Borrower in the Loan Term Sheet. If the Borrower fails to Transfer Collateral in accordance with the immediately preceding sentence, the Lender shall (even where the Lender does not have a call option) have the right to demand that the Borrower repay the Loan Assets immediately. (e) The Lender shall return to the Borrower the same amount and type of Collateral, including for the avoidance of doubt any Additional Collateral or Collateral Call adjustments, within six hours of the Lender’s confirmation that the Loan Assets have been unconditionally and irrevocably returned to the Lender (the “Collateral Return Date”). The Collateral shall be Transferred into the Digital Asset Address designated by the Borrower and notified to the Lender in the Loan Term Sheet. The Lender’s obligation to return the Collateral under this paragraph 1(e) shall not be affected by an act, omission, matter or thing which would reduce, release or prejudice any of its own riskobligations hereunder and neither Party shall be entitled to claim any cyber security issue, but that (unless Lender is a Broker-Dealer) Lender shalltechnical malfunction, during the term of any Loan hereunderhacker activity, segregate Collateral from all securities or other assets in misappropriation of funds as a force majeure event to release or mitigate its possession. obligations hereunder. (f) For each calendar day after the Collateral Return Date as to which L▇▇▇▇▇ has not returned the entirety of the Collateral, the Lender may Retransfer Collateral only shall incur a late fee of ten percent (aannualized, calculated daily) 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 value of Lender if it is a “securities intermediary” within the meaning all outstanding portions of the UCCCollateral. Such late fee shall be payable by the Lender on the Borrower’s demand. 4.3 (g) Except as otherwise provided hereinset forth above in sub-clause (f) above, 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 understands that it is not a day entitled to receive any interest on which a transfer of such any Collateral may be effected under Section 15, Transferred to the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided unless otherwise agreed between the Parties 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 Securitieswriting. 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 (A) Simultaneously with the transfer delivery of the Loaned borrowed Securities the Borrower shall deposit with the Lender a sum of money (the "Cash Collateral") by the creation of an Assured Payment obligation through the CGO, which sum shall equal the Value of the borrowed Securities. Subject to BorrowerClauses 6(C) and 6(H), but the Cash Collateral shall be repaid at the same time as Equivalent Securities in respect of the borrowed Securities are redelivered PROVIDED THAT when redelivery of Equivalent Securities is effected through the CGO, the Assured Payment obligation generated by such redelivery shall constitute a repayment of Cash Collateral. The Borrower shall not assign, charge, dispose of or otherwise deal with its rights in respect of the Cash Collateral. (B) Whenever redelivery of Equivalent Securities takes place the Lender shall either repay Cash Collateral or, to the extent that no further Cash Collateral remains on deposit with the Lender, or the Borrower otherwise agrees, shall redeliver Collateral equivalent to Alternative Collateral previously delivered to the Lender (and in respect of which the Lender has not previously redelivered Equivalent Collateral) in either case having a Value equal to the aggregate of the value of the Equivalent Securities being redelivered plus, in the case of Collateral equivalent to Alternative Collateral, the Margin applicable to such Alternative Collateral PROVIDED THAT when redelivery of Equivalent Securities is effected through the CGO the Assured Payment obligation generated by such redelivery shall constitute a repayment of Cash Collateral. (i) The Borrower may agree with the Lender to replace Cash Collateral with Alternative Collateral. In such circumstances, the Borrower shall deliver to the Lender (or in accordance with the Lender's instructions) Alternative Collateral TOGETHER WITH appropriate instruments of transfer duly stamped where necessary and such other instruments as may be requisite to vest title thereto in the Lender in simultaneous exchange for the Cash Collateral no later than the Close of Business on the day date of such transfer, transfer to replacement. Collateral may be provided in any of the forms in the Schedule hereto (as agreed between the Parties). Simultaneously with the delivery of the Alternative Collateral the Lender shall repay the appropriate amount of the Cash Collateral deposited in accordance with a Market Clause 6(A). The Value of the Alternative Collateral so delivered shall be at least equal to the Margin Percentage aggregate of the Market Value amount of the Loaned SecuritiesCash Collateral to be replaced and the Margin applicable to the relevant Alternative Collateral. 4.2 The (ii) If Alternative Collateral transferred by Borrower to Lenderis provided through the CGO the Assured Payment obligation generated upon its delivery shall constitute a repayment of Cash Collateral. Where Alternative Collateral is provided in any other form, as adjusted pursuant to Section 9, the repayment shall be security made outside the CGO system. (iii) Where Collateral is delivered to the Lender's Nominee any obligation under this Agreement to redeliver or otherwise account for Borrower’s obligations Equivalent Collateral shall be an obligation of the Lender notwithstanding that any such redelivery may be effected in any particular case by the Nominee PROVIDED THAT this sub-Clause shall not apply to any Collateral and/or Equivalent Collateral in the category described in paragraph 1(A) of the Schedule hereto ("CGO Collateral") which shall be governed by sub-Clause (D) below. (iv) References (howsoever expressed) in this Agreement, the Rules, CGO Rules and/or any other agreement or communication between the Parties to an obligation to redeliver or account for or act in relation to Collateral shall be construed as references to an obligation to redeliver or account for or act in relation to Equivalent Collateral. (D) Where CGO Collateral is provided to the Lender or its Nominee:- (i) if such CGO Collateral is provided by member-to-member delivery or delivery-by-value in accordance with the provisions of the CGO Rules from time to time in force, the obligation of the Lender to redeliver Equivalent Collateral in respect thereof shall be an obligation to redeliver Equivalent Collateral through the CGO to the Borrower in accordance with this Agreement. Any references (howsoever expressed) in this Agreement, the Rules, and/or any other agreement or communication between the Parties to an obligation to redeliver such Equivalent Collateral shall be construed accordingly. When Equivalent Collateral in respect of CGO Collateral is redelivered, the Assured Payment obligation generated on such Loan and redelivery shall be deemed to constitute a payment of money which shall be treated as Cash Collateral (ii) where CGO Collateral is provided by delivery-by-value to a Lender or its Nominee the Borrower may consolidate such Collateral with other CGO Collateral provided by the same delivery to a third party for whom the Lender or its Nominee is acting. (E) Where Collateral has been provided by any method other obligations of than by delivery-by-value the Borrower to Lender hereunder. Borrower hereby pledges with, assigns tomay call for the redelivery of, and grants in this event the Lender a continuing first priority security interest inshall redeliver, Equivalent Collateral PROVIDED THAT at the time of such redelivery, except as otherwise required in order to comply with Clauses 6(G) and a lien upon6(H), the Borrower delivers Alternative Collateral acceptable to the Lender. (i) Where Collateral (other than Cash Collateral) is delivered in respect of which any Income may become payable, which the Borrower shall attach upon call for the transfer redelivery of Collateral equivalent to such Collateral in good time to ensure that such Equivalent Collateral may be delivered prior to any such Income becoming payable to the Lender, unless in relation to such Collateral the Parties are satisfied before the relevant Collateral is transferred that no tax will be payable to the UK Inland Revenue under Schedule 23A or Section 737(1) of the Loaned Securities by Lender Income and Corporation Taxes ▇▇▇ ▇▇▇▇. At the time of such redelivery the Borrower shall except as otherwise required in order to Borrower comply with Clauses 6(G) and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition 6(H), deliver Alternative Collateral acceptable to the rights and remedies given to Lender. (ii) Where the Lender hereunder, Lender shall have all receives any Income in respect of Collateral in circumstances where the rights and remedies of a secured party under Parties are satisfied as set out in Clause 6(F)(i) above then the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of date on which the Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided hereinreceives such Income, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time or on such day orother date as the Parties may from time to time agree, if such day is not pay and deliver a day on which a transfer sum of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned Securities. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan money or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of such Income (with any such endorsements or assignments as shall be customary and appropriate to effect the letter delivery) to the Borrower and shall supply Appropriate Tax Vouchers (if any) to the Borrower. (G) The Parties shall ensure that the "Collateral Aggregate" (that is to say, the Value of credit for the aggregate amount of the Collateral delivered to or deposited with the Lender or its nominated bank or depositary by the Borrower (and in respect of which it the Lender has not previously redelivered Equivalent Collateral) less the Margin applicable to such Collateral) shall from day to day be equal to the "Borrowed Aggregate" (that is substitutedto say, the sum of the Value of the aggregate amount of the borrowed Securities then subject to a loan to the Borrower and the total sum of money lent to the Borrower pursuant to Clause 7 and not yet repaid). Accordingly, unless otherwise agreed between the Parties, if on any Business Day: (i) the Collateral Aggregate exceeds the Borrowed Aggregate, the Lender shall (on demand by the Borrower) repay such Cash Collateral or redeliver to the Borrower such Equivalent Collateral as is required to eliminate such excess; or (cii) transfer the Collateral Aggregate falls below the Borrowed Aggregate, the Borrower shall (on demand by the Lender) provide such other further Collateral to the Lender as may is required to eliminate such deficiency. Payment or redelivery of Equivalent Collateral or delivery of further Collateral shall be acceptable made as soon as practicable after demand and, where the relevant demand is made prior to Lender10.00am London time on a Business Day, no later than Close of Business on that day. Payments or repayments of Cash Collateral for the purposes of the above shall be made outside the CGO unless otherwise agreed between the Parties. (H) Where pursuant to the preceding provisions of this Clause 6 each of the Parties is required to deliver Equivalent Collateral or Collateral to the other, the Value of all the Equivalent Collateral and Collateral deliverable by one Party to the other shall be aggregated with and set off against the value of all the Equivalent Collateral and Collateral deliverable by the other Party and only Equivalent Collateral or Collateral having a Value equal to the difference shall be delivered by the Party with the obligation to deliver the greater aggregate Value of Equivalent Collateral and Collateral. (I) Where a TALISMAN short term certificate (as described in paragraph 1(C) of the Schedule) is provided by way of Collateral, the obligation to redeliver Equivalent Collateral shall be satisfied by the redelivery of the certificate to the Borrower or its expiry as provided for in the Rules applying to such certificates. (J) Where a Letter of Credit is provided by way of Collateral, the obligation to redeliver Equivalent Collateral shall be satisfied by the Lender redelivering for cancellation the Letter of Credit so provided or, where the Letter of Credit is provided in respect of more than one loan, by the Lender consenting to a reduction in the value of the Letter of Credit.

Collateral. 4.1 Unless otherwise agreed(a) During the Basic Term, Borrower shall, prior to or concurrently with if the transfer marked-to-market value of the Loaned Securities to Borrowersecurities and other financial assets held in the Collateral Account by the Collateral Agent under the Pledge Agreement, but in no case later than as determined as of the Close of Business Day on the or immediately preceding each 15th and last day of such transfer, transfer to Lender Collateral with a Market Value at least equal to the Margin Percentage of month (the Market Value of the Loaned Securities. 4.2 The Collateral transferred by Borrower to Lender, as adjusted pursuant to Section 9“VALUATION DATE”), shall be security for Borrower’s obligations in respect less than 103% of the Lease Balance then outstanding (any such day of determination, a “DEFICIENCY DATE”), and the Lessee has been given notice of such Loan deficiency by the Lessor or the Collateral Agent pursuant to the terms and for any other obligations conditions of Borrower the Pledge Agreement, then, on the second Business Day following Lessee’s receipt of such written notice, so long as such request is received prior to Lender hereunder. Borrower hereby pledges with12:00 noon on such day, assigns otherwise on the third Business Day thereafter, the Lessee shall deposit, orshall cause the Guarantor to deposit with the Collateral Agent such additional Collateral (“DEFICIENCY COLLATERAL”)so as to cause the value of the marked-to-market securities held in the Collateral Account pursuant to the terms and conditions of the Pledge Agreement, and grants Lender a continuing first priority security interest in, and a lien upon, after giving effect to the deposit of such Deficiency Collateral, which shall attach upon the transfer to be equal to or in excess of 103.0% 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 then outstanding Lease Balance (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 “SUFFICIENT COLLATERAL”). (b) During the Basic Term, if on any Valuation Date, the marked-to-market value of the securities and other financial assets held in the event Collateral Account held by the Collateral Agent under the Pledge Agreement shall exceed 103.0% of a the then outstanding Lease Balance, and provided that no Unmatured Default or Event of Default has occurred and is continuing, then the Lessee may request in writing to the Lessor that it cause the Collateral Agent to release to the Lessee such excess securities in an amount such that after giving effect to such release, the marked-to-market value of the securities remaining in the Collateral Account held by Borrowerthe Collateral Agent subject to the terms and conditions of the Pledge Agreement shall equal or exceed 103.0% of the then outstanding Lease Balance (for the purposes of this subsection (b), such released Collateral, “SURPLUS COLLATERAL”). Segregation Upon receipt of such notice, and subject to the terms and conditions of the Pledge Agreement, the Lessor shall cause the Collateral may be accomplished by appropriate identification Agent to release such Surplus Collateral to the Lessee on the books and records Business Day following receipt of Lender if it such written request so long as such request is a “securities intermediary” within the meaning of the UCC. 4.3 Except as received prior to 12:00 noon on such day, 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 Loanssecond Business Day thereafter; provided, however, that such substituted after giving effect to suchrelease, no Unmatured Default or Event of Default shall occur, and provided further, that no release of Surplus Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to in any way affect 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 obligations of the Market Value of the Loaned SecuritiesLessee pursuant to Section 14.1(a). 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 agreedIf agreed in a Loan Term Sheet, Borrower shall provide as collateral an amount of U.S. Dollars, or Digital Currency as set forth below, or to be determined and agreed upon by the Borrower and Customer (“Collateral”) and memorialized using the Loan Term Sheet. The Collateral will be calculated as a percentage of the value of the Loaned Assets, such value determined by a spot rate agreed upon in the Loan Term Sheet. Borrower shall, prior to or concurrently with the transfer of the Loaned Securities Assets to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender Customer the agreed upon Collateral. Collateral with a Market Value at least shall always be valued in U.S. Dollars, but Borrower may, if mutually agreed by both parties, provide the Collateral (in whole or in part) to Customer in Digital Currency in an amount equal to the Margin Percentage value of the Market Value Collateral in U.S. Dollars at a spot rate determined by Borrower. For the avoidance of doubt, upon the repayment of the Loaned Securities. 4.2 Assets at the termination of a Loan, Customer shall return to Borrower the same amount and type of Collateral that was deposited, net of any Additional Collateral, Margin Call, or Refunded Collateral adjustments (as defined below). If a Hard Fork in the blockchain of Digital Currency meeting the criteria in Section (30) occurs while Customer is holding such Digital Currency as Collateral, Customer shall return the New Tokens to Borrower in addition to the Collateral and Additional Collateral. If a Hard Fork occurs that does not meet the criteria in Section (30), Customer shall have no obligation to return any New Tokens to Borrower. The Collateral transferred by Borrower to LenderCustomer, as adjusted pursuant to Section 9herein, shall be security for Borrower’s obligations in respect of such Loan and for any other obligations of Borrower to Lender hereunderLoan. Borrower hereby pledges with, assigns to, and grants Lender Customer a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Securities Assets by Lender Customer to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower to Lender. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. It is understood that Lender may use or invest the Collateral, if such consists of cash, at its own risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term of any Loan hereunder, segregate Collateral from all securities or other assets in its possession. Lender may Retransfer Collateral only (a) if Lender is a Broker-Dealer or (b) in the event of a Default by Borrower. Segregation of Collateral may be accomplished by appropriate identification on the books and records of Lender if it is a “securities intermediary” within the meaning of the UCC. 4.3 Except as otherwise provided herein, upon transfer to Lender of the Loaned Securities on the day a Loan is terminated pursuant to Section 6, Lender shall be obligated to transfer the Collateral (as adjusted pursuant to Section 9) to Borrower no later than the Cutoff Time on such day or, if such day is not a day on which a transfer of such Collateral may be effected under Section 15, the next day on which such a transfer may be effected. 4.4 If Borrower transfers Collateral to Lender, as provided in Section 4.1, and Lender does not transfer the Loaned Securities to Borrower, Borrower shall have the absolute right to the return of the Collateral; and if Lender transfers Loaned Securities to Borrower and 2■2000 Master Securities Loan Agreement Borrower does not transfer Collateral to Lender as provided in Section 4.1, Lender shall have the absolute right to the return of the Loaned SecuritiesAssets by Borrower to Customer. 4.5 Borrower may, upon reasonable notice to Lender (taking into account all relevant factors, including industry practice, the type of Collateral to be substituted, and the applicable method of transfer), substitute Collateral for Collateral securing any Loan or Loans; provided, however, that such substituted Collateral shall (a) consist only of cash, securities or other property that Borrower and Lender agreed would be acceptable Collateral prior to the Loan or Loans and (b) have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral for Loans in which the party substituting such Collateral is acting as Borrower, shall equal or exceed the agreed upon Margin Percentage of the Market Value of the Loaned Securities. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

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

Collateral. 4.1 Unless otherwise agreed, Borrower shall, prior The security interests in the Collateral granted 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 Administrative Agent pursuant to the Margin Percentage of Collateral Documents (a) constitute as to personal property included in the Market Value of Collateral 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(subject to Permitted Liens) purported to be created under such Collateral Document, and (b) are, as to Collateral which can be perfected by the proper filing of a lien uponUCC financing statement, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except for Permitted Liens. All such action as is necessary in accordance with the Collateral Documents has been taken to establish and perfect Administrative Agent’s or the Depositary’s rights in and to, and first priority Lien on, subject to Permitted Liens, the Collateral, which shall attach upon including any recording, filing, registration, giving of notice, granting of control or other similar action. The Collateral Documents relating to the transfer Collateral and the financing statements relating thereto have been or contemporaneously with the execution hereof will be duly filed or recorded in each office and in each jurisdiction where required in order to create, perfect and maintain perfected the first Lien (subject to Permitted Liens) and security interest described above. The Lien of each Mortgage constitutes a valid and subsisting Lien of record on all the Mortgaged Property described in such Mortgage (subject to Permitted Liens). No filing, recording, re-filing or rerecording other than those listed in Exhibit E-11 is necessary to perfect and maintain the perfection and priority of the Loaned Securities by Lender interest, title or Liens referred to Borrower and which shall cease upon the transfer of the Loaned Securities by Borrower in this Section 4.26 relating 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) personal property set forth 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 4.1Documents, 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 on 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 Financial Closing Date all such filings or Loans and recordings (bother than those that are required to be made only at a later date, which are so indicated on Exhibit E-11) will have a Market Value such that been made. No filing or recording other than 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 recording of the Market Value applicable Mortgages with the county recorder of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and Wyoming Counties of the Loaned SecuritiesState of New York is necessary to create the interest, title or Liens on all Mortgaged Property subject thereto, and on or immediately after the Financial Closing Date, such filing will be made. 4.6 Prior to the expiration of any letter of credit supporting Borrower’s obligations hereunder, Borrower shall, no later than the Extension Deadline, (a) obtain an extension of the expiration of such letter of credit, (b) replace such letter of credit by providing Lender with a substitute letter of credit in an amount at least equal to the amount of the letter of credit for which it is substituted, or (c) transfer such other Collateral to Lender as may be acceptable to Lender.

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

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

Collateral. 4.1 Unless otherwise agreedagreed by the parties, or modified in the Loan Term Sheet or as set forth below, Borrower shall provide, as security for its obligations under this Agreement, collateral in an amount of U.S. Dollars, Digital Currency or Securities (such choice at the sole discretion of the Lender) to be determined and agreed upon by the Borrower and Lender (“Collateral”) and memorialized using the Loan Term Sheet. Borrower shall, prior to or concurrently with the transfer of the Loaned Securities Assets to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender 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 Lenderagreed upon Collateral. ▇▇▇▇▇▇▇▇, 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 Obligations 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 first Loaned Securities by Lender Assets under this Agreement to Borrower and which shall cease Borrower. For the avoidance of doubt, upon the transfer repayment of the Loaned Securities by Assets at the termination of a Loan, Lender shall return to Borrower the same amount and type of Collateral that was deposited, net of any Additional Collateral or Margin Call adjustments. If a Hard Fork occurs, resulting in the creation of New Tokens while Lender is holding such Digital Currency as Collateral and the New Token Criterion is satisfied, Lender shall return the New Tokens to Lender. In Borrower in addition to the rights Collateral and remedies given to Lender hereunderAdditional Collateral upon the termination of a Loan. If a Hard Fork occurs resulting in the creation of New Tokens and the New Token Criterion is not satisfied, 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 no obligation to return 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 New Tokens 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.