Common use of Loans of Securities Clause in Contracts

Loans of Securities. 2.1 Subject to the terms and conditions of this Agreement, either party hereto may orally initiate a transaction whereby Lender, may, from time to time, lend securities to Borrower. The parties shall agree on the terms of each Loan, including the issuer of the securities, the class of securities, the quantity or principal amount of securities to be lent, the term certain or uncertain of each Loan, the basis of compensation, and the type and amount of Collateral (including, in the case of securities, the issuer of the securities, the class and principal amount or quantity of the securities) to be delivered by Borrower, which terms may be amended during the Loan, by agreement of each party. 2.2 Forthwith upon agreement upon the terms of each Loan, Lender shall Deliver the Loaned Securities to Borrower. 2.3 A Loan of Loaned Securities does not occur hereunder until the Loaned Securities and the Collateral therefore are Delivered in accordance with and subject to the terms hereof. The Delivery of Loaned Securities to Borrower by Lender shall constitute a loan, not a sale or other disposition of the Loaned Securities and beneficial ownership of the Loaned Securities shall not pass to Borrower upon Delivery of the Loaned Securities. 2.4 The Loaned Securities Delivered by Lender to Borrower, as adjusted pursuant to Section 8, shall be security for all of Lender's present and future obligations arising from this Agreement and Lender hereby grants Borrower a continuing security interest in and a lien upon, and pledges with and assigns to Borrower the Loaned Securities, which shall attach upon the Delivery of the Loaned Securities to Borrower and which shall cease upon Redelivery of the Loaned Securities to Lender. In addition to the rights and remedies given to Borrower hereunder, Borrower shall have all the rights and remedies of a secured party under the Personal Property Security Act (Ontario), as amended from time to time.

Loans of Securities. 2.1 1.1 Subject to the terms and conditions of this Agreement, either party hereto may orally initiate a transaction whereby Lender, may, from time to time, orally seek to initiate a transaction whereby Lender will lend securities to BorrowerBorrower (each, a "Loan"). The parties shall agree orally on the terms of each Loan, which shall be subject to the terms and conditions of this Agreement and which shall include: (a) the date of commencement of the Loan ("Loan Commencement Date"); (b) a description (including the issuer identity of the securities, issuer) and the class of securities, the quantity or principal amount of securities the Loaned Securities; (c) the account to which the Loaned Securities are to be lent, transferred; (d) the term certain or uncertain terms of each Loan, compensation (including any applicable rebate); (e) the basis of compensation, and the type and amount types of Collateral acceptable for the Loan; and (including, in f) the case of securities, account or accounts to which the issuer of cash and non-cash Collateral for the securities, the class and principal amount or quantity of the securities) Loan are to be delivered by Borrower, which transferred. These terms may be amended during the Loan, by term of the Loan upon mutual agreement of each party. 2.2 Forthwith upon agreement upon the parties, provided that any amendment is consistent with the terms of each this Agreement. 1.2 Each Loan shall be evidenced by Lender's books and records pertaining to such loans, as maintained by Lender in the regular course of its business, which shall represent presumptive evidence thereof except for manifest error or willful misconduct. Lender shall send Borrower monthly statements of outstanding Loans showing Loan activity. Borrower agrees to examine such statements promptly and to advise Lender of any errors or exceptions. Borrower's failure to so advise Lender within ten (10) days after delivery of any such statement shall be deemed to be Borrower's admission of the accuracy and correctness of the contents thereof, and Borrower shall be fully bound thereby. The foregoing shall not be construed to prevent the parties hereto from mutually agreeing to amend or correct such statements if there has been manifest error in the preparation of the statements. 1.3 Lender shall, periodically or when a material change in Lender's Accounts takes place, furnish to the Borrower a list of Accounts on whose behalf Lender is authorized to effect Loans as agent. With respect to any Loan, the identity of the Account shall be promptly furnished to Borrower upon its request or upon the occurrence of a Default involving such Account, provided, however, that Lender shall Deliver furnish such identity automatically with respect to any Loan of the Loaned Securities to Borrowerassets of any ERISA Plan. 2.3 A 1.4 Notwithstanding anything to the contrary contained in this Agreement with respect to when a Loan of Loaned Securities does commences, a Loan hereunder shall not occur hereunder until the Loaned Securities and the Collateral therefore are Delivered therefor have been transferred in accordance with and subject to the terms hereof. The Delivery of Loaned Securities to Borrower by Lender shall constitute a loan, not a sale or other disposition of the Loaned Securities and beneficial ownership of the Loaned Securities shall not pass to Borrower upon Delivery of the Loaned SecuritiesSection 16. 2.4 The Loaned Securities Delivered by Lender to Borrower, as adjusted pursuant to Section 8, shall be security for all of Lender's present and future obligations arising from this Agreement and Lender hereby grants Borrower a continuing security interest in and a lien upon, and pledges with and assigns to Borrower the Loaned Securities, which shall attach upon the Delivery of the Loaned Securities to Borrower and which shall cease upon Redelivery of the Loaned Securities to Lender. In addition to the rights and remedies given to Borrower hereunder, Borrower shall have all the rights and remedies of a secured party under the Personal Property Security Act (Ontario), as amended from time to time.

Loans of Securities. 2.1 1.1 Subject to the terms and conditions of this Agreement, either party hereto may orally initiate a transaction whereby Lender, may, from time to time, orally seek to initiate a transaction whereby Lender will lend securities to BorrowerBorrower (each, a "Loan"). The parties shall agree orally on the terms of each Loan, which shall be subject to the terms and conditions of this Agreement and which shall include: (a) the date of commencement of the Loan ("Loan Commencement Date"); (b) a description (including the issuer identity of the securities, issuer) and the class of securities, the quantity or principal amount of securities the Loaned Securities; (c) the account to which the Loaned Securities are to be lent, transferred; (d) the term certain or uncertain terms of each Loan, compensation (including any applicable rebate); (e) the basis of compensation, and the type and amount types of Collateral acceptable for the Loan; and (including, in f) the case of securities, account or accounts to which the issuer of cash and non-cash Collateral for the securities, the class and principal amount or quantity of the securities) Loan are to be delivered by Borrower, which transferred. These terms may be amended during the Loan, by term of the Loan upon mutual agreement of each party. 2.2 Forthwith upon agreement upon the parties, provided that any amendment is consistent with the terms of each this Agreement. 1.2 Each Loan shall be evidenced by Lender's books and records pertaining to such loans, as maintained by Lender in the regular course of its business, which shall represent presumptive evidence thereof except for manifest error or willful misconduct. Lender shall send Borrower monthly statements of outstanding Loans showing Loan activity. Borrower agrees to examine such statements promptly and to advise Lender of any errors or exceptions. Borrower's failure to so advise Lender within ten (10) days after delivery of any such statement shall be deemed to be Borrower's admission of the accuracy and correctness of the contents thereof, and Borrower shall be fully bound thereby. The foregoing shall not be construed to prevent the parties hereto from mutually agreeing to amend or correct such statements if there has been manifest error in the preparation of the statements. 1.3 Lender shall, periodically or when a material change in Lender's Accounts takes place, furnish to the Borrower a list of Accounts on whose behalf Lender is authorized to effect Loans as agent. With respect to any Loan, the identity of the Account shall be promptly furnished to Borrower upon its request or upon the occurrence of a Default involving such Account, provided, however, that Lender shall Deliver furnish such identity automatically with respect to any Loan of the Loaned Securities to Borrowerassets of any ERISA Plan. 2.3 A 1.4 Notwithstanding anything to the contrary contained in this Agreement with respect to when a Loan of Loaned Securities does commences, a Loan hereunder shall not occur hereunder until the Loaned Securities and the Collateral therefore are Delivered therefor have been transferred in accordance with and subject to the terms hereof. The Delivery of Loaned Securities to Borrower by Lender shall constitute a loan, not a sale or other disposition of the Loaned Securities and beneficial ownership of the Loaned Securities shall not pass to Borrower upon Delivery of the Loaned SecuritiesSection 16. 2.4 The Loaned Securities Delivered by Lender to Borrower1.5 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, as adjusted pursuant to Section 8IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, shall be security for all of Lender's present and future obligations arising from this Agreement and Lender hereby grants Borrower a continuing security interest in and a lien uponTHEREFORE, and pledges with and assigns to Borrower the Loaned Securities, which shall attach upon the Delivery of the Loaned Securities to Borrower and which shall cease upon Redelivery of the Loaned Securities to Lender. In addition to the rights and remedies given to Borrower hereunder, Borrower shall have all the rights and remedies of a secured party under the Personal Property Security Act (Ontario), as amended from time to timeTHE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES.

Loans of Securities. 2.1 Subject to the terms and conditions 3.1 Upon request of this AgreementBorrower, either party hereto may orally initiate a transaction whereby Lender, Lender may, from time to time, in its sole discretion, lend securities to Borrower against the receipt of Collateral delivered by Borrower. The parties Parties shall agree on the terms of each Loan, including the issuer identity and amount of the securities, the class of securities, the quantity or principal amount of securities to be lent, the term certain or uncertain of each the Loan, the basis of compensation, and the type and amount of Collateral (including, in the case of securities, the issuer of the securities, the class and principal amount or quantity of the securities) to be delivered by BorrowerBorrower (subject to the terms and conditions of this Agreement), which terms may be amended during the Loan, period of the Loan only by mutual agreement of each partythe Parties hereto. 2.2 Forthwith upon agreement upon 3.2 Loans, all applicable terms and conditions thereof, and amendments and activity, if any, with respect thereto, shall be evidenced by Lender’s records pertaining to such Loans maintained by Lender in the terms regular course of each Loan, its business and such records shall represent conclusive evidence thereof except for manifest error or willful misconduct. Lender will send Borrower monthly statements of outstanding Loans showing Loan activity which Borrower agrees to examine promptly and to advise Lender of any errors or exceptions. Borrower’s failure to so advise Lender within twenty (20) days after delivery of any such statement shall Deliver be deemed to be Borrower’s admission of the Loaned Securities accuracy and correctness of the contents thereof and Borrower shall be fully bound thereby. The foregoing shall not be construed to Borrowerprevent the Parties from mutually agreeing to amend or correct such statements if there has been manifest error in the preparation of such statements. 2.3 A 3.3 Notwithstanding any other provisions in this Agreement with respect to when a Loan of Loaned Securities does occurs, a Loan hereunder shall not occur hereunder until the Loaned Borrowed Securities and the Collateral therefore therefor are Delivered in accordance with and subject to the terms hereofdelivered. The Delivery of Loaned Securities to If, on any Collateral Transfer Day, Borrower by Lender shall constitute a loan, not a sale or other disposition of the Loaned Securities and beneficial ownership of the Loaned Securities shall not pass to Borrower upon Delivery of the Loaned Securities. 2.4 The Loaned Securities Delivered by Lender to Borrowerdelivers Collateral, as adjusted pursuant to provided in Section 84.1 hereunder, shall be security for all of Lender's present and future obligations arising from this Agreement and Lender hereby grants Borrower a continuing security interest does not deliver the Borrowed Securities as provided in and a lien upon, and pledges with and assigns to Borrower the Loaned Securities, which shall attach upon the Delivery of the Loaned Securities to Borrower and which shall cease upon Redelivery of the Loaned Securities to Lender. In addition to the rights and remedies given to Borrower Section 5.1 hereunder, Borrower shall have all the rights absolute right to the prompt return of the Collateral; and remedies if, on any Business Day, Lender delivers Borrowed Securities as provided in Section 5.1 hereunder and Borrower does not deliver Collateral as provided in Section 4.1 hereunder, Lender shall have the absolute right to the prompt return of a secured party under the Personal Property Security Act (Ontario), as amended from time to timeBorrowed Securities.

Loans of Securities. 2.1 Subject to the terms Sections 2, 3 and conditions 4 of this Agreement, either party hereto may orally initiate a transaction whereby Lender, may, from time to time, lend securities to Borrower. The parties Lending Agent shall agree on be responsible for determining whether any Loans shall be made and for negotiating and establishing the terms of each such Loan. Lending Agent shall have the authority to terminate any Loan in its discretion, including at any time and without prior notice to the issuer Customer. In the event of a default by a Borrower on any Loan (within the meaning of the securitiesapplicable Securities Loan Agreement), Lending Agent is authorized to act in any manner it reasonably deems appropriate, subject, however, to the standard of care required under Section 11 of this Agreement. Upon notice to Lending Agent, the class of securities, Customer has the quantity or principal amount of securities right to be lent, direct Lending Agent to initiate action to terminate any Loan made under this Agreement and any Securities Loan Agreement. The Customer acknowledges that in order for Lending Agent to terminate the term certain or uncertain of each Loan, the basis Collateral must be available to return to the Borrower. If there is insufficient cash Collateral in the Custody Account as a result of compensationreinvestment pursuant to Section 8 hereto or otherwise, and the type and amount of Collateral (includingLending Agent, in its sole discretion, may not terminate the case of securitiesLoan. The Customer also acknowledges that, under the applicable Securities Loan Agreements, the issuer Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from Lending Agent terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement and in no event later than the end of the securitiescustomary settlement period. Upon receiving a notice from the Customer that Securities which have been loaned to a Borrower should no longer be considered Securities (whether because of the sale of such securities or otherwise), Lending Agent shall notify the Borrower which has borrowed such Securities that the Loan of such Securities is terminated and that such Securities are to be returned within the time specified by the applicable Securities Loan Agreement and in no event later than the end of the customary settlement period. Lending Agent does not give any assurance as to the economic result of any Securities Loan. Except as set forth in Section 13 herein, the class Customer, as principal bears all risks of loss and principal amount or quantity of the securities) to be delivered by Borrower, which terms may be amended during the Loan, by agreement of liability under each party. 2.2 Forthwith upon agreement upon Securities Loan made in accordance with the terms of each Loan, Lender shall Deliver the Loaned Securities to Borrower. 2.3 A Loan of Loaned Securities does not occur hereunder until the Loaned Securities and the Collateral therefore are Delivered in accordance with and subject to the terms hereofthis Agreement. The Delivery of Loaned Securities to Borrower by Lender shall constitute a loan, not a sale or other disposition of the Loaned Securities and beneficial ownership of the Loaned Securities shall not pass to Borrower upon Delivery of the Loaned Securities. 2.4 The Loaned Securities Delivered by Lender to Borrower, as adjusted pursuant to Section 8, Lending Agent shall be security responsible for all the performance of Lender's present and future obligations arising from only such duties as are set forth in this Agreement and Lender hereby grants Borrower a continuing security interest in and a lien upon, and pledges with and assigns to Borrower the Loaned Securities, which shall attach upon the Delivery of the Loaned Securities to Borrower and which shall cease upon Redelivery of the Loaned Securities to Lender. In addition to the rights and remedies given to Borrower hereunder, Borrower shall have all the rights and remedies of a secured party under the Personal Property Security Act (Ontario), as amended from time to timeAgreement.

Loans of Securities. 2.1 Subject to the terms and conditions 3.1 Upon request of this AgreementBorrower, either party hereto may orally initiate a transaction whereby Lender, Lender may, from time to time, in its sole discretion, lend securities to Borrower against the receipt of Collateral delivered by Borrower. The parties Parties shall agree on the terms of each Loan, including the issuer identity and amount of the securities, the class of securities, the quantity or principal amount of securities to be lent, the term certain or uncertain of each the Loan, the basis of compensation, and the type and amount of Collateral (including, in the case of securities, the issuer of the securities, the class and principal amount or quantity of the securities) to be delivered by BorrowerBorrower (subject to the terms and conditions of this Agreement), which terms may be amended during the Loan, period of the Loan only by mutual agreement of each partythe parties hereto. 2.2 Forthwith upon agreement upon 3.2 Loans, all applicable terms and conditions thereof, and amendments and activity, if any, with respect thereto, shall be evidenced by Lender’s records pertaining to such Loans maintained by Lender in the terms regular course of each Loan, its business and such records shall represent conclusive evidence thereof except for manifest error or willful misconduct. Lender will send LIBNY/4739172.4 Borrower monthly statements of outstanding Loans showing Loan activity which Borrower agrees to examine promptly and to advise Lender of any errors or exceptions. Borrower’s failure to so advise Lender within twenty (20) days after delivery of any such statement shall Deliver be deemed to be Borrower’s admission of the Loaned Securities accuracy and correctness of the contents thereof and Borrower shall be fully bound thereby. The foregoing shall not be construed to Borrowerprevent the Parties from mutually agreeing to amend or correct such statements if there has been manifest error in the preparation of such statements. 2.3 A 3.3 Notwithstanding any other provisions in this Agreement with respect to when a Loan of Loaned Securities does occurs, a Loan hereunder shall not occur hereunder until the Loaned Borrowed Securities and the Collateral therefore therefor are Delivered in accordance with and subject to the terms hereofdelivered. The Delivery of Loaned Securities to If, on any Collateral Transfer Day, Borrower by Lender shall constitute a loan, not a sale or other disposition of the Loaned Securities and beneficial ownership of the Loaned Securities shall not pass to Borrower upon Delivery of the Loaned Securities. 2.4 The Loaned Securities Delivered by Lender to Borrowerdelivers Collateral, as adjusted pursuant to provided in Section 84.1 hereunder, shall be security for all of Lender's present and future obligations arising from this Agreement and Lender hereby grants Borrower a continuing security interest does not deliver the Borrowed Securities as provided in and a lien upon, and pledges with and assigns to Borrower the Loaned Securities, which shall attach upon the Delivery of the Loaned Securities to Borrower and which shall cease upon Redelivery of the Loaned Securities to Lender. In addition to the rights and remedies given to Borrower Section 5.1 hereunder, Borrower shall have all the rights absolute right to the prompt return of the Collateral; and remedies if, on any Business Day, Lender delivers Borrowed Securities as provided in Section 5.1 hereunder and Borrower does not deliver Collateral as provided in Section 4.1 hereunder, Lender shall have the absolute right to the prompt return of a secured party under the Personal Property Security Act (Ontario), as amended from time to timeBorrowed Securities.

Loans of Securities. 2.1 Subject to the terms and conditions 1.1 Upon request of this AgreementBorrower, either party hereto may orally initiate a transaction whereby Lender, Lender may, from time to time, in its discretion and on behalf of the Clients, lend securities to Borrower against the receipt of Collateral delivered by Borrower. The parties shall agree on the terms of each Loan, including the issuer identity and amount of the securities, the class of securities, the quantity or principal amount of securities to be lent, the term certain or uncertain of each Loan, the basis of compensation, and the type and amount of Collateral (including, in the case of securities, the issuer of the securities, the class and principal amount or quantity of the securities) to be delivered by BorrowerBorrower (subject to the terms and conditions of this Agreement), which terms may be amended during the Loan, period of the Loan only by mutual agreement of each partythe parties hereto. 2.2 Forthwith upon agreement upon 1.2 Loans, all applicable terms and conditions thereof, and amendments and activity, if any, with respect thereto, shall be evidenced by Lender's records pertaining to such Loans maintained by Lender in the terms regular course of each Loan, its business and such records shall represent conclusive evidence thereof except for manifest error or willful misconduct. Lender will send Borrower monthly statements of outstanding Loans showing Loan activity which Borrower agrees to examine promptly and to advise Lender of any errors or exceptions. Borrower's failure to so advise Lender within twenty (20) days after delivery of any such statement shall Deliver be deemed to be Borrower's admission of the Loaned Securities to Borroweraccuracy and correctness of the contents thereof and Borrower shall be fully bound thereby. 2.3 A 1.3 Notwithstanding any other provisions in this Agreement with respect to when a Loan of Loaned Securities does occurs, a Loan hereunder shall not occur hereunder until the Loaned Borrowed Securities and the Collateral therefore therefor are Delivered in accordance with and subject to the terms hereofdelivered. The Delivery of Loaned Securities to If, on any Business Day, Borrower by Lender shall constitute a loan, not a sale or other disposition of the Loaned Securities and beneficial ownership of the Loaned Securities shall not pass to Borrower upon Delivery of the Loaned Securities. 2.4 The Loaned Securities Delivered by Lender to Borrowerdelivers Collateral, as adjusted pursuant to provided in Section 83.1 hereunder, shall be security for all of Lender's present and future obligations arising from this Agreement and Lender hereby grants Borrower a continuing security interest in and a lien upon, and pledges with and assigns to Borrower does not deliver the Loaned Borrowed Securities, which shall attach upon the Delivery of the Loaned Securities to Borrower and which shall cease upon Redelivery of the Loaned Securities to Lender. In addition to the rights and remedies given to Borrower hereunder, Borrower shall have all the rights absolute right to the prompt return of the Collateral; and remedies if, on any Business Day, Lender delivers Borrowed Securities and Borrower does not deliver Collateral as provided in Section 2.1 hereunder, Lender shall have the absolute right to the prompt return of a secured party under the Personal Property Security Act (Ontario), as amended from time to timeBorrowed Securities.

Loans of Securities. 2.1 Subject to the terms and conditions 3.1 Upon request of this AgreementBorrower, either party hereto may orally initiate a transaction whereby Lender, Lender may, from time to time, in its sole discretion, lend securities to Borrower against the receipt of Collateral delivered by Borrower. The parties Parties shall agree on the terms of each Loan, including the issuer identity and amount of the securities, the class of securities, the quantity or principal amount of securities to be lent, the term certain or uncertain of each the Loan, the basis of compensation, and the type and amount of Collateral (including, in the case of securities, the issuer of the securities, the class and principal amount or quantity of the securities) to be delivered by BorrowerBorrower (subject to the terms and conditions of this Agreement), which terms may be amended during the Loan, period of the Loan only by mutual agreement of each partythe parties hereto. 2.2 Forthwith upon agreement upon 3.2 Loans, all applicable terms and conditions thereof, and amendments and activity, if any, with respect thereto, shall be evidenced by Lender’s records pertaining to such Loans maintained by Lender in the terms regular course of each Loan, its business and such records shall represent conclusive evidence thereof except for manifest error or willful misconduct. Lender will send Borrower monthly statements of outstanding Loans showing Loan activity which Borrower agrees to examine promptly and to advise Lender of any errors or exceptions. Borrower’s failure to so advise Lender within twenty (20) days after delivery of any such statement shall Deliver be deemed to be Borrower’s admission of the Loaned Securities accuracy and correctness of the contents thereof and Borrower shall be fully bound thereby. The foregoing shall not be construed to Borrowerprevent the Parties from mutually agreeing to amend or correct such statements if there has been manifest error in the preparation of such statements. 2.3 A 3.3 Notwithstanding any other provisions in this Agreement with respect to when a Loan of Loaned Securities does occurs, a Loan hereunder shall not occur hereunder until the Loaned Borrowed Securities and the Collateral therefore therefor are Delivered in accordance with and subject to the terms hereofdelivered. The Delivery of Loaned Securities to If, on any Collateral Transfer Day, Borrower by Lender shall constitute a loan, not a sale or other disposition of the Loaned Securities and beneficial ownership of the Loaned Securities shall not pass to Borrower upon Delivery of the Loaned Securities. 2.4 The Loaned Securities Delivered by Lender to Borrowerdelivers Collateral, as adjusted pursuant to provided in Section 84.1 hereunder, shall be security for all of Lender's present and future obligations arising from this Agreement and Lender hereby grants Borrower a continuing security interest does not deliver the Borrowed Securities as provided in and a lien upon, and pledges with and assigns to Borrower the Loaned Securities, which shall attach upon the Delivery of the Loaned Securities to Borrower and which shall cease upon Redelivery of the Loaned Securities to Lender. In addition to the rights and remedies given to Borrower Section 5.1 hereunder, Borrower shall have all the rights absolute right to the prompt return of the Collateral; and remedies if, on any Business Day, Lender delivers Borrowed Securities as provided in Section 5.1 hereunder and Borrower does not deliver Collateral as provided in Section 4.1 hereunder, Lender shall have the absolute right to the prompt return of a secured party under the Personal Property Security Act (Ontario), as amended from time to timeBorrowed Securities.

Loans of Securities. 2.1 Subject to the terms and conditions of this Agreement, either party hereto may orally initiate a transaction whereby Lender, Borrower or Lenders may, from time to time, seek to initiate a transaction in which the Lenders will lend securities Securities to Borrower. The parties Borrower and Lenders shall agree on the terms of each Loan, including the issuer of the securities, the class of securities, the quantity or principal amount of securities to be lent, the term certain or uncertain of each Loan, the basis of compensation, and the type and amount of Collateral Loan (including, in the case of securities, the issuer of the securities, the class and principal amount or quantity of the securities) to be delivered by Borrower, which terms may be amended during the Loan), including the issuer of the Securities, the amount of Securities to be lent, the basis of compensation, the amount of Collateral to be transferred by Borrower, and any additional terms. Such agreement shall be confirmed (a) by a schedule and receipt listing the Loaned Securities provided by Borrower to the applicable Lender in accordance with Section 3.2, (b) through any system that compares Loans and in which Borrower and Lenders are participants, or (c) in such other manner as may be agreed by Borrower and Lenders in writing. Such confirmation (the “Confirmation”), together with the Agreement, shall constitute conclusive evidence of the terms agreed between Borrower and Lenders with respect to the Loan to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any inconsistency between the terms of such Confirmation and this Agreement, this Agreement shall prevail unless each partyparty has executed such Confirmation. 2.2 Forthwith upon agreement upon the terms of each LoanNotwithstanding any other provision in this Agreement regarding when a Loan commences, Lender unless otherwise agreed, a Loan hereunder shall Deliver the Loaned Securities to Borrower. 2.3 A Loan of Loaned Securities does not occur hereunder until the Loaned Securities and the Collateral therefore are Delivered therefor have been transferred in accordance with Section 15. 2.3 Each Loan shall be made on a pro rata basis by Lenders to Borrower unless the Lenders otherwise agree and subject specify to Borrower. If any Lender is not making a Loan to Borrower, references in this Agreement to the terms Lenders shall mean the applicable Lender. 2.4 In order to insure that Loaned Securities are freely tradeable, the Company, the Lenders and the Borrower have entered into a Share Loan Registration Rights Agreement, dated as of the date hereof. The Delivery , providing for the registration of Loaned Securities to Borrower by Lender shall constitute a loan, not a sale or other disposition of with the Loaned Securities and beneficial ownership of the Loaned Securities shall not pass to Borrower upon Delivery of the Loaned SecuritiesExchange Commission. 2.4 The Loaned Securities Delivered by Lender to Borrower, as adjusted pursuant to Section 8, shall be security for all of Lender's present and future obligations arising from this Agreement and Lender hereby grants Borrower a continuing security interest in and a lien upon, and pledges with and assigns to Borrower the Loaned Securities, which shall attach upon the Delivery of the Loaned Securities to Borrower and which shall cease upon Redelivery of the Loaned Securities to Lender. In addition to the rights and remedies given to Borrower hereunder, Borrower shall have all the rights and remedies of a secured party under the Personal Property Security Act (Ontario), as amended from time to time.

Loans of Securities. 2.1 1.1 Subject to the terms and conditions of this AgreementAgree­ment, either party hereto may orally initiate a transaction whereby Lender, may, from time to time, orally seek to initiate a transaction whereby Lender will lend securities to BorrowerBorrower (each, a “Loan”). The parties shall agree orally on the terms of each Loan, which shall be subject to the terms and conditions of this Agreement and which shall include: (a) the date of commence­ment of the Loan (“Commencement Date”); (b) a descrip­tion (including the issuer identity of the securities, issuer) and the class of securities, the quantity or principal amount of securities the Loaned Securities; (c) the account to which the Loaned Securities are to be lent, transferred; (d) the term certain or uncertain terms of each Loan, compensation (including any applicable rebate); (e) the basis of compensation, and Margin Percentage; (f) the type and amount types of Collateral acceptable for the Loan; and (including, in g) the case of securities, account or accounts to which the issuer of cash and non-cash Collateral for the securities, the class and principal amount or quantity of the securities) Loan are to be delivered by Borrower, which transferred. Such terms may be amended during the Loan, by term of the Loan upon mutual agreement of each party. 2.2 Forthwith upon agreement upon the parties, provided that any such amendment is consistent with the terms of each this Agreement. 1.2 Each Loan shall be evidenced by Lender's books and records pertaining to such loans, as maintained by Lender in the regular course of its business, which shall represent conclusive evidence thereof except for manifest error or willful misconduct. Lender shall send Borrower monthly statements of outstanding Loans showing Loan activity. Borrower agrees to examine such statements promptly and to advise Lender of any errors or exceptions. Borrower's failure to so advise Lender within twenty (20) days after delivery of any such statement shall be deemed to be Borrower's admission of the accuracy and correctness of the contents thereof and Borrower shall be fully bound thereby. The foregoing shall not be construed to prevent the parties hereto from mutually agreeing to amend or correct such statements if there has been manifest error in the preparation of such statements. 1.3 Lender shall, on a monthly basis, furnish to the Borrower a list of Accounts on whose behalf Lender is authorized to effect Loans as agent. With respect to any Loan, the identity of the Account shall be promptly furnished to Borrower upon its request and, in any event, shall be automatically furnished to Borrower by Lender shall Deliver as required under Section 18 (relating to Loans involving assets of an ERISA Plan) or upon the Loaned Securities to Borroweroccurrence of a Default involving such Account. 2.3 A 1.4 Notwithstanding anything to the contrary contained in this Agreement with respect to when a Loan of Loaned Securities does commences, a Loan hereunder shall not occur hereunder until the Loaned Securities and the Collateral therefore are Delivered therefor have been transferred in accordance with and subject to the terms hereof. The Delivery of Loaned Securities to Borrower by Lender shall constitute a loan, not a sale or other disposition of the Loaned Securities and beneficial ownership of the Loaned Securities shall not pass to Borrower upon Delivery of the Loaned SecuritiesSection 16. 2.4 The Loaned Securities Delivered by Lender to Borrower1.5 WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HERE­UNDER, as adjusted pursuant to Section 8IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT, shall be security for all of Lender's present and future obligations arising from this Agreement and Lender hereby grants Borrower a continuing security interest in and a lien uponTHEREFORE, and pledges with and assigns to Borrower the Loaned Securities, which shall attach upon the Delivery of the Loaned Securities to Borrower and which shall cease upon Redelivery of the Loaned Securities to Lender. In addition to the rights and remedies given to Borrower hereunder, Borrower shall have all the rights and remedies of a secured party under the Personal Property Security Act (Ontario), as amended from time to timeTHE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE LOANED SECURITIES.