Common use of Lack of interest on collateral Clause in Contracts

Lack of interest on collateral. You generally will not receive a separate interest payment from SP on the collateral that is held for your benefit when you lend Fully Paid Securities to the SP. You will only receive the loan fee rate that is recorded for lending your securities as agreed with GTN ASIA. The securities loaned out by you may be “Hard-to-Borrow” because of short selling or may be used to satisfy delivery requirements resulting from short sales. The type of securities that are generally attractive to borrowers in the securities lending market, and which generate the highest loan fees, are “hard to borrow” securities. When you lend your Fully Paid Securities, it is likely that such securities will be used to facilitate one or more short sales where the borrower is selling securities in hopes that the stock will decline in value (the short seller later re- purchases the stock to pay back the stock loan). Since you are holding the securities “long” in your account, the activity of short sellers potentially could affect the long-term value of your holdings. Loaned Securities/Short Sales: Use of the Loaned Securities to facilitate short selling could put downward pressure on the price of the Loaned Securities. You are under no obligation to enter into a securities loan with GTN ASIA and may elect not to allow your Loaned Securities to be used in connection with short sales or any other permitted purpose by: Not agreeing to lend any specific securities under the Agreement that you do not want to be used in connection with short sales; or Recalling any Loaned Securities that you do not want to be used in connection with short sales; Potential tax implications, including payments deemed cash-in-lieu of dividend paid on securities while on loan. During the term of any securities loan, you are entitled to receive the amount of all dividends and distributions made in respect of your Loaned Securities. However, you will receive manufactured payments (i.e., cash substitute payments) in lieu of receiving dividends or distributions. Certain unique distributions may not be capable of being exactly replicated as a manufactured payment by the SP. GTN ASIA or the SP may be required to withhold tax on payments in lieu of dividends and loan fees to you unless an exception applies. GTN ASIA will gross up the substitute payment, enabling you to receive the equivalent value of the substitute dividend payment from an after‐tax perspective. You should consult a tax advisor regarding the tax implications of participating the Program including the treatment of payments in lieu of dividends and similar incomes that would arise upon your lent securities. SP and GTN ASIA has the right to terminate any borrow transaction in the following events. SP and GTN ASIA has the right to terminate any borrow transaction if you: apply for or consent to, or are the subject of an application for, the appointment of or the taking of possession by a receiver, custodian, trustee, or liquidator of you or of all or a substantial part of your property; admit in writing your inability, or become generally unable, to pay your debts as such debts become due; make a general assignment for the benefit of its creditors; or cease to be a client of GTNASIA. Factors that Determine the Amount of Compensation Received by SP and Amount of Compensation (e.g., Interest Rate) to be Paid to You, and the Ability of Those to Change. Loan Rates (and therefore the Fees You Will Receive) are Subject to Frequent Change and Can Go Down (or Up) by 50% or More. Rates for “hard to borrow” and other securities change frequently, even daily, in the securities lending market and this can reduce (or increase) the loan fee that GTN ASIA will receive for lending your securities out. Likewise, SP may change the rate it pays GTN ASIA compared to the fees that SP receives when it lends your securities to third parties. You will not have direct control over when to initiate or terminate loans of specific securities (including based on rate changes). However, you can always terminate your participation in the program (which will terminate all of your lending transactions) if you are unhappy with the rates, you are receiving or the nature or frequency of rate changes. SP is the counterparty to all fully paid lending transactions with you. SP may earn a spread in rates and may profit or lose in connection with the transaction or other transactions in the same securities. SP may pay part of the loan fees to third parties, which will reduce the rate you receive. SP will be the counterparty (borrower) when you lend your securities. Any transactions that SP may or may not do on any securities lending markets are completely independent of your loan transaction to SP. Thus, after SP borrows securities from you at a given rate, SP may or may not then lend those securities to another party or to or through an affiliate or third party. Likewise, SP may terminate a loan with you and return securities to you while at the same time SP continues to lend securities of the same stock out to the marketplace. In short: SP’s obligation to you is to pay you the specified rate on ongoing loan transactions until such transactions are terminated by you or by SP. Nothing in the Program restricts SP’s ability to conduct stock lending and borrowing transactions with third parties, who may profit or loss in connection with the transactions. SP may borrow securities from you and then lend those securities to one of its affiliates or other clients. SP may earn a “spread” on securities lending transactions with your stock. This means that the rate that GTN ASIA receives from SP for your Loaned Securities may be worse than the rate SP receives from a third party on those same securities. SP may pay part of the net loan fees (for securities you lend) to third parties such as introducing broker(s) who may introduce your account to SP. These payments may reduce the loan fees (rate) you receive. There Is No Guarantee That You Will Receive the Best Loan Rates for Your Securities. The securities lending market is not a standardized and transparent market. Securities lending transactions generally take place “over the counter” rather than on organized exchanges where prices and transactions are transparent. There are no rules or mechanisms that guarantee or require that any given participant in the marketplace will receive the best rate for lending securities, and SP cannot and does not guarantee that you will receive the most favorable rate for lending your securities. SP may not have access to the markets or counterparties that are offering the most favorable rates or may be unaware of the most favorable rates. As noted previously, SP may earn a “spread” on the rate, such that the rate the GTN ASIA receives is worse than the rate SP receives. Commissions and Other Charges GTN ASIA will receive a loan fee and generally represents a certain percentage of the net loan fee received by SP for relending your securities. The percentage may be changed by SP in its sole discretion. As noted above, SP or its affiliates or third parties may also earn a “spread” on the rate, such that the rate you receive will be based on a net fee after deduction for charges by SP. Likewise, as noted, SP may pay part of the net loan fees (for securities you lend) to third parties such as introducing broker(s) who may introduce your account to SP. These payments may reduce the loan fees (rate) GTN ASIA shall receive on your behalf. Loans May Be Terminated at Any Time By SP When you lend your Fully Paid Securities, the loan may be terminated, and the securities returned to your account at any time. The loan may be terminated because a party that borrowed the securities from SP (after SP borrowed them from you) chose to return the securities, or because SP received a rerate request and rejected the rerate request, or for other reasons. SP also has the right to terminate its borrowing of securities from you even if SP continues to lend the same stock through another market. When the loan is terminated, securities will no longer be designated as on loan, you will stop receiving the loan fees, and the collateral will no longer be held for your benefit. You will not have direct control over when to initiate or terminate loans of specific securities. Please note, however, that you can always terminate your participation in the program (which will terminate all of your lending transactions). Selling your securities or borrowing against them will terminate the loan transaction. If you sell the Fully Paid Securities, you have lent out, or if you borrow against the securities (such that the securities become margin securities and are no longer fully paid or excess margin securities), the loan will terminate, and you will stop receiving the loan fee. There is no guarantee that your fully- paid securities will be loaned out. There is no guarantee that you will be able to lend (or that SP will want to or be able to borrow) your Fully Paid Securities. There may not be a market to lend your Fully Paid Securities in a particular security at a rate that is advantageous, or SP may not have access to a market with willing borrowers. SP, or other SP clients or SP’s affiliates, might have securities that may be loaned out that will satisfy available borrowing interest and, therefore, SP may not borrow securities from you. There is no rule or requirement, that requires SP to borrow securities from you or requires SP to place your interest in lending securities of a particular security ahead of SP’s own interests, or those of other SP clients or those of SP’s affiliates. SP cannot and does not guarantee that all of your Fully Paid Securities that possibly could be loaned out to generate loan fees will be loaned out. Us market-specific disclosures: Securities loaned out by you may not be protected by SIPC. The provisions of the Securities Investor Protection Act of 1970 may not protect you with respect to your securities loan transactions in the program. Therefore, the collateral held for you may constitute the only source of satisfaction of SP’s obligation in the event SP fails to return the securities.

Lack of interest on collateral. You generally will not receive a separate interest payment from SP on the collateral that is held for your benefit when you lend Fully Paid Securities to the SP. You will only receive the loan fee rate that is recorded for lending your securities as agreed with GTN ASIAME. The securities loaned out by you may be “Hard-to-Borrow” because of short selling or may be used to satisfy delivery requirements resulting from short sales. The type of securities that are generally attractive to borrowers in the securities lending market, and which generate the highest loan fees, are “hard to borrow” securities. When you lend your Fully Paid Securities, it is likely that such securities will be used to facilitate one or more short sales where the borrower is selling securities in hopes that the stock will decline in value (the short seller later re- purchases the stock to pay back the stock loan). Since you are holding the securities “long” in your account, the activity of short sellers potentially could affect the long-term value of your holdings. Loaned Securities/Short Sales: Use of the Loaned Securities to facilitate short selling could put downward pressure on the price of the Loaned Securities. You are under no obligation to enter into a securities loan with GTN ASIA ME and may elect not to allow your Loaned Securities to be used in connection with short sales or any other permitted purpose by: Not agreeing to lend any specific securities under the Agreement that you do not want to be used in connection with short sales; or Recalling any Loaned Securities that you do not want to be used in connection with short sales; Potential tax implications, including payments deemed cash-in-lieu of dividend paid on securities while on loan. During the term of any securities loan, you are entitled to receive the amount of all dividends and distributions made in respect of your Loaned Securities. However, you will receive manufactured payments (i.e., cash substitute payments) in lieu of receiving dividends or distributions. Certain unique distributions may not be capable of being exactly replicated as a manufactured payment by the SP. GTN ASIA ME or the SP may be required to withhold tax on payments in lieu of dividends and loan fees to you unless an exception applies. GTN ASIA ME will gross up the substitute payment, enabling you to receive the equivalent value of the substitute dividend payment from an after‐tax perspective. You should consult a tax advisor regarding the tax implications of participating the Program including the treatment of payments in lieu of dividends and similar incomes that would arise upon your lent securities. SP and GTN ASIA ME has the right to terminate any borrow transaction in the following events. SP and GTN ASIA ME has the right to terminate any borrow transaction if you: apply for or consent to, or are the subject of an application for, the appointment of or the taking of possession by a receiver, custodian, trustee, or liquidator of you or of all or a substantial part of your property; admit in writing your inability, or become generally unable, to pay your debts as such debts become due; make a general assignment for the benefit of its creditors; or cease to be a client of GTNASIAGTNME. Factors that Determine the Amount of Compensation Received by SP and Amount of Compensation (e.g., Interest Rate) to be Paid to You, and the Ability of Those to Change. Loan Rates (and therefore the Fees You Will Receive) are Subject to Frequent Change and Can Go Down (or Up) by 50% or More. Rates for “hard to borrow” and other securities change frequently, even daily, in the securities lending market and this can reduce (or increase) the loan fee that GTN ASIA ME will receive for lending your securities out. Likewise, SP may change the rate it pays GTN ASIA ME compared to the fees that SP receives when it lends your securities to third parties. You will not have direct control over when to initiate or terminate loans of specific securities (including based on rate changes). However, you can always terminate your participation in the program (which will terminate all of your lending transactions) if you are unhappy with the rates, you are receiving or the nature or frequency of rate changes. SP is the counterparty Counterparty to all fully paid lending transactions All Fully Paid Lending Transactions with youYou. SP may earn Earn a spread Spread in rates Rates and may profit May Profit or lose Lose in connection Connection with the transaction Transaction or other transactions Other Transactions in the same securitiesSame Securities. SP may pay part Pay Part of the loan fees Loan Fees to third partiesThird Parties, which will reduce Which Will Reduce the rate you receiveRate You Receive. SP will be the counterparty (borrower) when you lend your securities. Any transactions that SP may or may not do on any securities lending markets are completely independent of your loan transaction to SP. Thus, after SP borrows securities from you at a given rate, SP may or may not then lend those securities to another party or to or through an affiliate or third party. Likewise, SP may terminate a loan with you and return securities to you while at the same time SP continues to lend securities of the same stock out to the marketplace. In short: SP’s obligation to you is to pay you the specified rate on ongoing loan transactions until such transactions are terminated by you or by SP. Nothing in the Program restricts SP’s ability to conduct stock lending and borrowing transactions with third parties, who may profit or loss in connection with the transactions. SP may borrow securities from you and then lend those securities to one of its affiliates or other clients. SP may earn a “spread” on securities lending transactions with your stock. This means that the rate that GTN ASIA ME receives from SP for your Loaned Securities may be worse than the rate SP receives from a third party on those same securities. SP may pay part of the net loan fees (for securities you lend) to third parties such as introducing broker(s) who may introduce your account to SP. These payments may reduce the loan fees (rate) you receive. There Is No Guarantee That You Will Receive the Best Loan Rates for Your Securities. The securities lending market is not a standardized and transparent market. Securities lending transactions generally take place “over the counter” rather than on organized exchanges where prices and transactions are transparent. There are no rules or mechanisms that guarantee or require that any given participant in the marketplace will receive the best rate for lending securities, and SP cannot and does not guarantee that you will receive the most favorable rate for lending your securities. SP may not have access to the markets or counterparties that are offering the most favorable rates or may be unaware of the most favorable rates. As noted previously, SP may earn a “spread” on the rate, such that the rate the GTN ASIA ME receives is worse than the rate SP receives. Commissions and Other Charges GTN ASIA ME will receive a loan fee and generally represents a certain percentage of the net loan fee received by SP for relending your securities. The percentage may be changed by SP in its sole discretion. As noted above, SP or its affiliates or third parties may also earn a “spread” on the rate, such that the rate you receive will be based on a net fee after deduction for charges by SP. Likewise, as noted, SP may pay part of the net loan fees (for securities you lend) to third parties such as introducing broker(s) who may introduce your account to SP. These payments may reduce the loan fees (rate) GTN ASIA ME shall receive on your behalf. Loans May Be Terminated at Any Time By SP When you lend your Fully Paid Securities, the loan may be terminated, and the securities returned to your account at any time. The loan may be terminated because a party that borrowed the securities from SP (after SP borrowed them from you) chose to return the securities, or because SP received a rerate request and rejected the rerate request, or for other reasons. SP also has the right to terminate its borrowing of securities from you even if SP continues to lend the same stock through another market. When the loan is terminated, securities will no longer be designated as on loan, you will stop receiving the loan fees, and the collateral will no longer be held for your benefit. You will not have direct control over when to initiate or terminate loans of specific securities. Please note, however, that you can always terminate your participation in the program (which will terminate all of your lending transactions). Selling your securities Your Securities or borrowing against them will terminate Borrowing Against Them Will Terminate the loan transactionLoan Transaction. If you sell the Fully Paid Securities, you have lent out, or if you borrow against the securities (such that the securities become margin securities and are no longer fully paid or excess margin securities), the loan will terminate, and you will stop receiving the loan fee. There is no guarantee that your fully- paid securities will be loaned out. out There is no guarantee that you will be able to lend (or that SP will want to or be able to borrow) your Fully Paid Securities. There may not be a market to lend your Fully Paid Securities in a particular security at a rate that is advantageous, or SP may not have access to a market with willing borrowers. SP, or other SP clients or SP’s affiliates, might have securities that may be loaned out that will satisfy available borrowing interest and, therefore, SP may not borrow securities from you. There is no rule or requirement, that requires SP to borrow securities from you or requires SP to place your interest in lending securities of a particular security ahead of SP’s own interests, or those of other SP clients or those of SP’s affiliates. SP cannot and does not guarantee that all of your Fully Paid Securities that possibly could be loaned out to generate loan fees will be loaned out. Us market-specific disclosures: Securities loaned out by you may not be protected by SIPC. The provisions of the Securities Investor Protection Act securities investor protection act of 1970 may not protect you with respect to your securities loan transactions in the program. Therefore, the collateral held for you may constitute the only source of satisfaction of SP’s obligation in the event SP S P fails to return the securities.