Common use of Rehypothecation Clause in Contracts

Rehypothecation. (a) Customer expressly grants each BNPP Entity the right, to the fullest extent that it may effectively do so under Applicable Law, to re-register the Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral (the “Hypothecated Securities”), with all attendant rights of ownership except as provided below. For the purposes of the return of any Hypothecated Securities to Customer, BNPP PB’s return obligations shall be satisfied by delivering the Hypothecated Securities or securities identical to such Hypothecated Securities (such securities having the same CUSIP number as the subject Hypothecated Securities, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”). For the avoidance of doubt, (a) the BNPP Entities shall comply with Rule 15c3-3 of the Securities Exchange Act of 1934, as such rule may be amended, restated or otherwise modified from time to time including in relation to the treatment of “fully paid securities” and (b) Customer hereby grants BNPP PB its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Exchange Act, subject to the limits of this Agreement. (b) Collateral held by Custodian (including any successor thereto) pursuant to the Special Custody Agreement (the “Margin Collateral”) shall be transferred to BNPP PB for purposes of rehypothecation only against a request to Custodian for release of Margin Collateral (“Hypothecation Request”) that meets the following requirements: (i) the Hypothecation Request is issued by a duly authorized representative of BNPP PB in accordance with the requirements for instructions set forth for in the Special Custody Agreement, (ii) subject to Section 2(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the sum of (i) the value of the loan against which the Margin Collateral was pledged and (ii) an amount equal to the market value of securities sold short minus the cash in the Account (“Hypothecation Limit”), provided that the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (A) the Hypothecation Limit or (B) thirty-three and one-third percent (33 1⁄3%) of the total assets of the Customer based on the most recent financial information provided by the Customer, (iii) the securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and (iv) the securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities, the record date that was the reason for the recall or event has passed.

Rehypothecation. (a) Customer expressly grants each BNPP Entity the right, to the fullest extent that it may effectively do so under Applicable Law, to re-register the Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral (the “Hypothecated Securities”), with all attendant rights of ownership except as provided below. For the purposes of the return of any Hypothecated Securities to Customer, BNPP PB’s return obligations shall be satisfied by delivering the Hypothecated Securities or securities identical to such Hypothecated Securities (such securities having the same CUSIP number as the subject Hypothecated Securities, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”). For the avoidance of doubt, (a) the BNPP Entities shall comply with Rule 15c3-3 of the Securities Exchange Act of 1934, as such rule may be amended, restated or otherwise modified from time to time including in relation to the treatment of “fully paid securities” and (b) Customer hereby grants BNPP PB its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Exchange Act, subject to the limits of this Agreement. (b) Collateral held by Custodian (including any successor thereto) pursuant to the Special Custody Agreement (the “Margin Collateral”) shall be transferred to BNPP PB for purposes of rehypothecation only against a request to Custodian for release of Margin Collateral (“Hypothecation Request”) that meets the following requirements: (i) the Hypothecation Request is issued by a duly authorized representative of BNPP PB in accordance with the requirements for instructions set forth for in the Special Custody Agreement, (ii) subject to Section 2(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the sum of (i) the value of the loan against which the Margin Collateral was pledged and (ii) an amount equal to the market value of securities sold short minus the cash in the Account (“Hypothecation Limit”), provided that if the Maximum Commitment Financing (as defined in the Committed Facility Agreement) is increased pursuant to the mutual agreement of the parties, then the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (A) the Hypothecation Limit or (B) thirty-three and one-third percent (33 1⁄3%) of the total assets of the Customer based on the most recent financial information provided by the Customer, (iii) the securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and (iv) the securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities, the record date that was the reason for the recall or event has passed.

Rehypothecation. (a) Except as otherwise specified below, Customer expressly directs and grants each BNPP Entity Cowen the right, to the fullest extent that it may effectively do so under Applicable LawLaw and without further notice to Customer (but, in any event, subject to Rule 15c3-3 under the Exchange Act, as amended (“Rule 15c3-3”)) for and on behalf of each Customer Account, (a) to hold and re-register the Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of the Collateral (Collateral, separately or together with other amounts of the “Hypothecated Securities”)Collateral, with all attendant rights of ownership except (including the right to vote the securities), for the sum due to Cowen, or for a greater sum and for a period of time longer than the Obligations or Contracts with respect to which such Collateral was pledged, and without retaining in its possession and control a like amount of similar Collateral and (b) to use or invest cash Collateral at its own risk. In the event that Cowen pledges, repledges, hypothecates or rehypothecates any Collateral, Cowen may receive and retain certain benefits to which the Customer will not be entitled. Any dividend, interest payment or other distribution paid in respect of such Collateral will be re-classified as provided belowa “substitute payment” and credited to Customer’s Account. The tax consequences of receiving a substitute payment are, or may be, different than the consequences realized from the receipt of a payment made directly in respect of the Collateral. Customer will generally not be able to exercise voting rights in respect of Collateral pledged, repledged, borrowed, hypothecated or rehypothecated by Cowen. For the purposes of the return of any Hypothecated Securities Collateral to Customer, BNPP PB’s Xxxxx’x return obligations shall be satisfied by delivering the Hypothecated Securities securities or securities identical to such Hypothecated Securities (such securities having other financial assets of the same CUSIP number issuer, class and quantity as the subject Hypothecated Securities, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”)Collateral initially transferred. For the avoidance of doubt, (a) the BNPP Entities shall comply with Rule 15c3-3 of the Securities Exchange Act of 1934, as such rule may be amended, restated or otherwise modified from time to time including in relation to the treatment of “fully paid securities” and (b) Customer hereby grants BNPP PB Cowen its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Securities Exchange Act, subject to the limits Act of this Agreement. (b) Collateral held by Custodian (including any successor thereto) pursuant to the Special Custody Agreement 1934 (the “Margin Collateral”) shall be transferred to BNPP PB for purposes of rehypothecation only against a request to Custodian for release of Margin Collateral (“Hypothecation Request”) that meets the following requirements: (i) the Hypothecation Request is issued by a duly authorized representative of BNPP PB in accordance with the requirements for instructions set forth for in the Special Custody Agreement, (ii) subject to Section 2(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the sum of (i) the value of the loan against which the Margin Collateral was pledged and (ii) an amount equal to the market value of securities sold short minus the cash in the Account (“Hypothecation LimitExchange Act”), provided that the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (A) the Hypothecation Limit or (B) thirty-three and one-third percent (33 1⁄3%) of the total assets of the Customer based on the most recent financial information provided by the Customer, (iii) the securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and (iv) the securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities, the record date that was the reason for the recall or event has passed.

Rehypothecation. (a) Customer expressly grants each BNPP Entity PB, Inc. the right, to the fullest extent that it may effectively do so under Applicable LawLaw and subject to the terms and conditions of this Rehypothecation Agreement, to re-register the Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral (other than cash) (the “Hypothecated Securities”), with all attendant rights of ownership except as provided below. For the purposes of the return of any Hypothecated Securities to Customer, BNPP PB, Inc.’s return obligations shall be satisfied by delivering the Hypothecated Securities or securities identical to such Hypothecated Securities (such securities having the same CUSIP cusip number as the subject Hypothecated Securities, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”). For the avoidance of doubt, (a) the BNPP Entities shall comply with Rule 15c3-3 of the Securities Exchange Act of 1934, as such rule may be amended, restated or otherwise modified from time to time including in relation to the treatment of “fully paid securities” and (b) Customer hereby grants BNPP PB PB, Inc. its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Exchange Act, subject to the limits of this Agreement. (b) Collateral held by Custodian (including any successor thereto) pursuant to the Special Custody and Pledge Agreement (the “Margin Collateral”) shall be transferred to BNPP PB PB, Inc. for purposes of rehypothecation only against a request to Custodian for release of Margin Collateral (“Hypothecation Request”) that meets the following requirements: (i) the Hypothecation Request is issued by a duly authorized representative of BNPP PB PB, Inc. in accordance with the requirements for instructions set forth for in the Special Custody and Pledge Agreement, (ii) subject to Section 2(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the sum of (i) the value of the loan against which the Margin Collateral was pledged and (ii) an amount equal to the market value of securities sold short minus the cash in the Account (“Hypothecation Limit”), provided that if the Maximum Commitment Financing (as defined in the Committed Facility Agreement) is increased pursuant to the mutual agreement of the parties, then the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (A) the Hypothecation Limit or (B) thirty-three and one-third percent (33 1⁄3%) of the total assets of the Customer based on the most recent financial information provided by the Customer, (iii) the securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and (iv) the securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities, the record date that was the reason for the recall or event has passed.

Rehypothecation. (a) Customer expressly grants each BNPP Entity the right, to the fullest extent that it may effectively do so under Applicable LawLaw and subject to the terms and conditions of this Rehypothecation Agreement, (i) to use or invest cash Collateral at its own risk and (ii) to re-register the Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral (the “Hypothecated Securities”), as principal and not as agent of Customer, with all attendant rights of ownership except as provided below. For the purposes of the return of any Hypothecated Securities to Customer, BNPP PB’s return obligations shall be satisfied by delivering the Hypothecated Securities or securities identical to such Hypothecated Securities (such securities having the same CUSIP cusip number as the subject Hypothecated Securities, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”). For the avoidance of doubt, (a) the BNPP Entities shall comply with Rule 15c3-3 of the Securities Exchange Act of 1934, as such rule may be amended, restated or otherwise modified from time to time including in relation to the treatment of “fully paid securities” and (b) Customer hereby grants BNPP PB its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Exchange Act, subject to the limits of this Agreement. (b) Collateral held by Custodian (including any successor thereto, the “Custodian”) pursuant to the Special Custody and Pledge Agreement between BNPP PB, Customer, and Custodian (the “Special Custody Agreement”) (such Collateral, the “Margin Collateral”) shall be transferred to BNPP PB for purposes of rehypothecation only against a request to Custodian for release of Margin Collateral (“Hypothecation Request”) that meets the following requirements: (i) the Hypothecation Request is issued by a duly authorized representative of BNPP PB in accordance with the requirements for instructions set forth for in the Special Custody Agreement, (ii) subject to Section 2(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the sum of (i) the value of the loan against which the Margin Collateral was pledged and (ii) an amount equal to the market value of securities sold short minus the cash in the Account (“Hypothecation Limit”), provided that if the Maximum Commitment Financing (as defined in the Committed Facility Agreement) is increased pursuant to the mutual agreement of the parties, then the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (A) the Hypothecation Limit or (B) thirty-three and one-third percent (33 1⁄3%33⅓%) of the total assets of the Customer based on the most recent financial information provided by the Customer, (iii) the securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and (iv) the securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securitiessecurities or removing the securities from the Special Custody Account (as defined herein), the record date that was the reason for the recall or event has passed.

Rehypothecation. (a) Subject to the MLP Annex, Customer expressly grants each BNPP Entity PB the right, to the fullest extent that it may effectively do so under Applicable Law, (i) to use or invest cash Collateral at its own risk and (ii) to re-register the Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral (the “Hypothecated Securities”), with all attendant rights of ownership except as provided below. For the purposes of the return of any Hypothecated Securities to Customer, BNPP PB’s return obligations shall be satisfied by delivering the Hypothecated Securities or securities identical to such Hypothecated Securities (such securities having the same CUSIP cusip number as the subject Hypothecated Securities, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”). For the avoidance of doubt, (a) the BNPP Entities shall comply with Rule 15c3-3 of the Securities Exchange Act of 1934, as such rule may be amended, restated or otherwise modified from time to time including in relation to the treatment of “fully paid securities” and (b) Customer hereby grants BNPP PB its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Exchange Act, subject to the limits of this Agreement. (b) Collateral held by Custodian (including any successor thereto) pursuant to the Special Custody and Pledge Agreement (the “Margin Collateral”) shall be transferred to BNPP PB for purposes of rehypothecation only against a request to Custodian for release of Margin Collateral (“Hypothecation Request”) that meets the following requirements: (i) the Hypothecation Request is issued by a duly authorized representative of BNPP PB in accordance with the requirements for instructions set forth for in the Special Custody and Pledge Agreement, (ii) subject to Section 2(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the sum of (i) the value of the loan against which the Margin Collateral was pledged and (ii) an amount equal to the market value of securities sold short minus the cash in the Account (“Hypothecation Limit”), provided that if the Maximum Commitment Financing (as defined in the Committed Facility Agreement) is increased pursuant to the mutual agreement of the parties, then the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (A) the Hypothecation Limit or (B) thirty-three and one-third percent (33 1⁄3331/3%) of the total assets of the Customer based on the most recent financial information provided by the Customer, (iii) the securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and (iv) the securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities, the record date that was the reason for the recall or event has passed.

Rehypothecation. (a) Customer expressly grants each BNPP Entity PB, Inc. the right, to the fullest extent that it may effectively do so under Applicable LawLaw and subject to the terms and conditions of this Rehypothecation Agreement, to re-register the Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral (the “Hypothecated Securities”), with all attendant rights of ownership except as provided below. For the purposes of the return of any Hypothecated Securities to Customer, BNPP PB, Inc.’s return obligations shall be satisfied by delivering the Hypothecated Securities or securities identical to such Hypothecated Securities (such securities having the same CUSIP cusip number as the subject Hypothecated Securities, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”). For the avoidance of doubt, (a) the BNPP Entities shall comply with Rule 15c3-3 of the Securities Exchange Act of 1934, as such rule may be amended, restated or otherwise modified from time to time including in relation to the treatment of “fully paid securities” and (b) Customer hereby grants BNPP PB PB, Inc. its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Exchange Act, subject to the limits of this Agreement. (b) Collateral held by Custodian (including any successor thereto) pursuant to the Special Custody and Pledge Agreement (the “Margin Collateral”) shall be transferred to BNPP PB PB, Inc. for purposes of rehypothecation only against a request to Custodian for release of Margin Collateral (“Hypothecation Request”) that meets the following requirements: (i) the Hypothecation Request is issued by a duly authorized representative of BNPP PB PB, Inc. in accordance with the requirements for instructions set forth for in the Special Custody and Pledge Agreement, (ii) subject to Section 2(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the sum of (i) the value of the loan against which the Margin Collateral was pledged and (ii) an amount equal to the market value of securities sold short minus the cash in the Account (“Hypothecation Limit”), provided that if the Maximum Commitment Financing (as defined in the Committed Facility Agreement) is increased pursuant to the mutual agreement of the parties, then the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (A) the Hypothecation Limit or (B) thirty-three and one-third percent (33 1⁄3%) of the total assets of the Customer based on the most recent financial information provided by the Customer, (iii) the securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and (iv) the securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities, the record date that was the reason for the recall or event has passed.

Rehypothecation. (a) a. Customer expressly grants each the BNPP Entity Entities the right, to the fullest extent that it may effectively do so under Applicable Law, to re-register transfer the Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral their accounts (the “Hypothecated Securities”), ) along with all attendant rights of ownership except as provided belowthe incidents of ownership, including the right to transfer the Collateral to others. For the purposes of the return of any Hypothecated Securities to Customer, the BNPP PB’s Entities’ return obligations shall be satisfied by delivering securities or other financial assets of the Hypothecated Securities or securities identical to such Hypothecated Securities (such securities same issuer, class and quantity, and having the same CUSIP number number, as the subject Hypothecated SecuritiesCollateral initially transferred (such securities or financial assets, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”)) to the Customer. For the avoidance of doubt, (a) Customer hereby grants the BNPP Entities shall comply with Rule 15c3-3 of the Securities Exchange Act of 1934, as such rule may be amended, restated or otherwise modified from time to time including in relation to the treatment of “fully paid securities” and (b) Customer hereby grants BNPP PB its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”), subject to the limits of this AgreementSide Letter. Counterparty acknowledges that Customer may treat the delivery of the Hypothecated Securities to the BNPP Entities as a securities loan with the cash delivered by Counterparty to Customer under the US PB Agreement as the collateral for such loan. (b) b. All Collateral shall be held by the Custodian (including any successor thereto) pursuant to the Special Custody Agreement (the “Margin Collateral”) Agreement, and shall be transferred to BNPP PB Counterparty for purposes of rehypothecation only against a written (which may, for the avoidance of doubt, include electronic mail) request from Counterparty to Custodian for release of Margin Collateral (“Hypothecation Request”) that meets the following requirements: : (i1) the The Hypothecation Request is issued by a duly authorized representative of BNPP PB Counterparty in accordance with the requirements for instructions set forth for in the Special Custody Agreement, . (ii2) subject Subject to Section 2(c)(B4(c)(ii), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the sum of (i) the value of the loan against which the Margin Collateral was pledged and (ii) an amount equal to the market value of securities sold short minus the cash in the Account (“Hypothecation Limit”), ; provided that the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (Ai) the Hypothecation Limit or (Bii) thirty-three and one-third percent (33 1⁄3%331/3% ) of the total assets of the Customer based on the most recent financial information provided by the Customer, . (iii3) the The securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and . (iv4) the The securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer Customer, or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities, the record date that was the reason for the recall or event has passed.

Rehypothecation. (a) a. Customer expressly grants each the BNPP Entity Entities that are not domiciled in the United Kingdom, the right, to the fullest extent that it may effectively do so under Applicable Law, to re-register transfer the SCA Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral their accounts (the “Hypothecated Securities”), ) along with all attendant rights of the incidents of ownership except as provided belowof such SCA Collateral, including the right to transfer such SCA Collateral to others. For the purposes of the return of any the Hypothecated Securities to Customer, the BNPP PB’s Entities’ return obligations shall be satisfied by delivering the such Hypothecated Securities or securities identical to such Hypothecated Securities (such securities or other financial assets of the same issuer, class and quantity, and having the same CUSIP number number, as the subject Hypothecated SecuritiesSCA Collateral initially transferred (such securities or financial assets, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”)) to the Customer. For the avoidance of doubt, (a) the BNPP Entities shall comply with Rule 15c3-3 of the Securities Exchange Act of 1934, as such rule may be amended, restated or otherwise modified from time to time including in relation to the treatment of “fully paid securities” and (b) doubt Customer hereby grants the BNPP PB Entities’ its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1l(a)(l) of the Securities Exchange Act of 1934 (the “Exchange Act”), subject to the limits of this AgreementSide Letter. Counterparty acknowledges that Customer may treat the delivery of the Hypothecated Securities to the BNPP Entities as a securities loan with the cash delivered by Counterparty to Customer under the US PB Agreement as the collateral for such loan. (b) b. All SCA Collateral shall be held by the Custodian (including any successor thereto) pursuant to the Special Custody Agreement (the “Margin Collateral”) shall SCA Pledge Agreement, and may be transferred to BNPP PB for purposes of rehypothecation Counterparty from time to time as Hypothecated Securities only against a written (which may, for the avoidance of doubt, include electronic mail) request from Counterparty to Custodian for release of Margin SCA Collateral (“Hypothecation Request”) that meets the following requirements: : (i1) the The Hypothecation Request is issued by a duly authorized representative of BNPP PB Counterparty in accordance with the requirements for instructions set forth for in the Special Custody SCA Pledge Agreement, . (ii2) subject Subject to Section 2(c)(B4(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the fair market value of any outstanding Hypothecated Securities, shall may not exceed the sum of (i) the value outstanding principal amount of the loan against which the Margin SCA Collateral was pledged and (ii) an amount equal to the market value of securities sold short minus the cash in the Account (“Hypothecation Limit”), provided that the fair market value of the securities which are subject to the Hypothecation Request, together with the fair market value of any outstanding Hypothecated Securities, shall not exceed the lesser of (Ai) the Hypothecation Limit or (Bii) thirty-three and one-third percent (33 1⁄3%) of the fair market value of the total assets of the Customer based on the most recent financial information provided by the Customer, . (iii3) the The securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and . (iv4) the The securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities, the record date that was the reason for the recall or event has passed.

Rehypothecation. (a) Customer expressly grants each BNPP Entity the right, to the fullest extent that it may effectively do so under Applicable Law, to re-register the Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral (the “Hypothecated Securities”), with all attendant rights of ownership except as provided below. For the purposes of the return of any Hypothecated Securities to Customer, BNPP PBNY’s return obligations shall be satisfied by delivering the Hypothecated Securities or securities identical to such Hypothecated Securities (such securities having the same CUSIP number as the subject Hypothecated Securities, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”). For the avoidance of doubt, (a) the BNPP Entities shall comply with Rule 15c3-3 of the Securities Exchange Act of 1934, as such rule may be amended, restated or otherwise modified from time to time including in relation to the treatment of “fully paid securities” and (b) Customer hereby grants BNPP PB NY its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Exchange Act, subject to the limits of this Agreement. (b) Collateral held by Custodian (including any successor thereto) pursuant to the Special Custody Agreement (the “Margin Collateral”) shall be transferred to BNPP PB NY for purposes of rehypothecation only against a request to Custodian for release of Margin Collateral (“Hypothecation Request”) that meets the following requirements: (i) the Hypothecation Request is issued by a duly authorized representative of BNPP PB NY in accordance with the requirements for instructions set forth for in the Special Custody Agreement, (ii) subject to Section 2(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the sum of (i) the value of the loan against which the Margin Collateral was pledged and (ii) an amount equal to the market value of securities sold short minus the cash in the Account (“Hypothecation Limit”), provided that if the Maximum Commitment Financing (as defined in the Committed Facility Agreement) is increased pursuant to the mutual agreement of the parties, then the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (A) the Hypothecation Limit or (B) thirty-three and one-third percent (33 1⁄3331⁄3%) of the total assets of the Customer based on the most recent financial information provided by the Customer, (iii) the securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and (iv) the securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities, the record date that was the reason for the recall or event has passed.