Common use of Termination of the Loan Clause in Contracts

Termination of the Loan. 5.1 Each Loan shall be terminable on demand, notwithstanding any expectation by any party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time by giving notice to Lender at least two Business Days prior to the termination date established by such notice. On the termination date, Borrower shall transfer the Loaned Securities to Lender in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business Day. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into on the date of such notice in the principal market therefor or (ii) five Business Days from the giving of such notice. On the termination date, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless Borrower and Lender agree to the contrary, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice. On the termination date. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower was effected pursuant to Section 2, whereupon any hypothecation agreement between Lender and Borrower. (c) The execution by Borrower of an order to sell the Loaned Securities by Lender shall transfer constitute notice of termination by Xxxxxx to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. 6.2. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to maintain Collateral in a Custody Account for Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loanaccordance with Section 4.3.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand, notwithstanding any expectation by any party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time by giving notice to Lender (i) for domestic securities, any time prior to 11:00 a.m. on the termination date established by such notice Business Day, and (ii) for foreign securities, at least two one Business Days Day prior to the termination date established by such notice. On the termination date, Borrower shall transfer the Loaned Securities to Lender in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business Day. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into on the date of such notice in the principal market therefor or (ii) five Business Days from the giving of such notice. On the termination date, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless an earlier date is agreed by the Parties, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice. On , which date shall, unless Borrower and Lender agree to the termination datecontrary, be (a) in the case of Government Securities, the next Business Day following such notice and (b) in the case of all other Securities, the third Business Day following such notice or such earlier date if required by applicable law or regulation. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and Borrower. (c) The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in the principal market therefor or (ii) five Business Days from the giving sale of such notice. On the termination date, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial transfer thereof from or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral under paragraph (as adjusted pursuant to Section 8) by close b) of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securitiesthis Section. 5.3 For purposes of this Agreement6.2. Unless otherwise agreed, any required return by Borrower of Loaned Securities shall include securities identical in issuershall, type, class and face amount to those actually transferred by Lender to Borrower at on or before the commencement of Cutoff Time on the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.termination

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless Borrower and Lender agree to the contrary , the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice. On the termination date. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to (c) The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. 6.2. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to maintain Collateral in a Custody Account for Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loanaccordance with Section 4.3.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless Borrower and Lender agree to the contrary, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice. On NOTICE: Lender may send notice to xxxx@x0.xxx with “Securities Lending Opt-Out" in the termination datesubject line. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and Borrower. (c) The execution by Borrower of an order to sell the Loaned Securities made by Lender shall constitute notice of termination by Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. 6.2. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to maintain Collateral in a Custody Account for Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loanaccordance with Section 4.3.

Termination of the Loan. 5.1 Each 6.1 CF may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender before the Cutoff Time on such Business Day. CF will be deemed to have transferred Loaned Securities to Lender before the Cutoff Time if it treats such securities as customer securities in Lender’s Brokerage Account subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act Rule 15c3-3(b)(3). 6.2 Any Loan of Common Shares or any portion thereof outstanding shall terminate on the earliest to occur of (i) the termination of this Agreement pursuant to Section 21, (ii) the termination of the Sales Agreement or (iii) the written agreement of Lender and CF, and all such Loaned Securities then outstanding, if any, shall be delivered by CF to Lender, without any consideration being payable in respect thereof by Lender to CF (other than the transfer of the Collateral to CF in accordance with Section 4.3), (y) with respect to any outstanding Loaned Securities that have not yet been sold pursuant to the Registration Statement at the time of such event, the 3rd Business Day following such event or (z) with respect to any outstanding Loaned Securities that have been sold pursuant to the Registration Statement at the time of such event, the Business Day following the receipt by CF of any Common Shares subscribed from the Company pursuant to the Sales Agreement. 6.3 If a Loan of Common Shares or any portion thereof is terminated upon the occurrence of a Default as set forth in Section 12 of this Agreement, the Loaned Securities in respect of such Loan shall be terminable on demanddelivered by CF to Lender, notwithstanding without any expectation consideration being payable in respect thereof by Lender to CF (other than the transfer of the Collateral to CF in accordance with Section 4.3), (i) with respect to any party outstanding Loaned Securities that a Loan would remain have not yet been sold pursuant to the Registration Statement at the time of such Default, the 3rd Business Day following such Default or (ii) with respect to any outstanding for a given Loaned Securities that have been sold pursuant to the Registration Statement at the time period. Borrower may terminate a loan of such Default, the Business Day following the receipt by CF of any Common Shares subscribed from the Company pursuant to the Sales Agreement. 6.4 If at any time the aggregate number of Loaned Securities outstanding under this Agreement exceeds the Maximum Number of Shares, then the outstanding Loans (or portions thereof) shall terminate to the extent of such excess and, subject to Section 13 below, such excess number of Loaned Securities shall be delivered by giving notice CF to Lender, without any consideration being payable in respect thereof by Lender to CF (other than the transfer of the Collateral to CF in accordance with Section 4.3), no later than (i) with respect to any outstanding Loaned Securities that have not yet been sold pursuant to the Registration Statement at least two the time of such event, the 3rd Business Days prior Day following such event or (ii) with respect to any outstanding Loaned Securities that have been sold pursuant to the Registration Statement at the time of such event, the Business Day following the receipt by CF of any Common Shares subscribed from the Company pursuant to the Sales Agreement. 6.5 Unless otherwise agreed, CF shall, on or before the Cutoff Time on the termination date established by such notice. On the termination dateof a Loan, Borrower shall transfer the Loaned Securities to Lender in the same manner as initial set forth above; provided, however, that upon such transfer thereof from Lender to Borrower was effected pursuant to Section 2by CF, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business 9) to CF in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securitiesaccordance with Section 4.3. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business Day. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into on the date of such notice in the principal market therefor or (ii) five Business Days from the giving of such notice. On the termination date, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand, notwithstanding any expectation by any a. Either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless Borrower and Lender agree to the contrary, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities intheprincipalmarketofsuchLoanedSecurities(in the case of a notice given by Lender) or the non-cash Collateral securing the Loan intheprincipalmarketofsuchnon-cashCollateral (in the case of a notice given by Borrower) entered into at the time of such notice. On the termination date. b. Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day before the same manner as initial transfer thereof from Cutoff Time on such Business Day. c. The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to hold Collateral for Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business 9) in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securitiesaccordance with Section 4.3. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand6.1 Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless an earlier date is agreed by the Parties, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice. On , which date shall, unless Borrower and Lender agree to the termination datecontrary, be (i) in the case of Government Securities, the next Business Day following such notice and (ii) in the case of all other Securities, the third Business Day following such notice. 6.2 Notwithstanding section 6.2 and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to 6.3 The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in the principal market therefor or (ii) five Business Days from the giving sale of such notice. On the termination date, Borrower shall transfer to Lender the Loaned Securities in or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under section 6.3. 6.4 Unless otherwise agreed, Borrower shall, on or before the same manner as initial Cutoff Time on the termination date of a Loan, transfer thereof from Lender the Loaned Securities to Borrower was effected pursuant to Section 2Lender; provided, whereupon however, that upon such transfer by Borrower, Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.to

Termination of the Loan. 5.1 Each Loan shall be terminable on demandUnless otherwise agreed, notwithstanding any expectation by any party that a Loan would remain outstanding for a given time period. (a) Borrower may terminate a loan at on any time Business Day by giving notice to Lender at least two Business Days prior to 10:00 a.m. in the termination date established by case of government securities and prior to 11:30 a.m. in the case of all other securities on such notice. On the termination date, Borrower shall transfer Business Day and transferring the Loaned Securities to Lender in before the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2Cutoff Time on such Business Day, whereupon Lender shall transfer to Borrower the Collateral and (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is heldb) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time loan on a termination date established by giving a notice given by Lender to Borrower prior to the close of business on a Business Day. The termination date established by such a termination notice given by Lender to Borrower shall be a Business Day date no later earlier than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into on the date of such notice notice, which date shall, unless Borrower and Lender agree to the contrary, be (i) in the principal market therefor or case of government securities, the next Business Day following such notice, (ii) five in the case of Foreign Securities, the fifth Business Days from Day following such notice, and (iii) in the giving case of all other securities, the third Business Day following such notice. On Unless otherwise agreed, Borrower shall, on or before the Cutoff Time on the termination datedate of a Loan, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial to Lender, provided, however, that after such transfer thereof from Lender to Borrower was effected pursuant to Section 2by Borrower, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by to Borrower in accordance with Section 3.3 Section 8.1 is hereby deleted in its entirety and substituting the following is substituted in its place: 8.1 Borrower shall daily mark xx market any Loan hereunder and in the event that at the close of trading on any Business Day the market value of the Collateral for any Loan to Borrower shall be less than: (i) 102% of the market value of all the outstanding Loaned Securities which are Foreign Securities subject to such Loan, and (ii) 100% of the market value of all the outstanding Loaned Securities other than Foreign Securities subject to such Loan, Borrower shall transfer additional Collateral no later than the close of the day (which must be a day upon which Lender or its designee or agent holding next Business Day so that the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day market value of such receipt additional Collateral, when added to the market value of the other Collateral for such Loan, shall equal: (i) 105% of the market value of the Loaned Securities if the Loaned Securities are Foreign Securities, and (ii) 102% of the market value of the Loaned Securities if the Loaned Securities are not Foreign Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless Borrower and Lender agree to the contrary , the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities in the principal market of such Loaned Securities (in the case of a notice given by Lender) or the non‐cash Collateral securing the Loan in the principal market of such non‐cash Collateral (in the case of a notice given by Borrower) entered into at the time of such notice. On the termination date. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3‐3(b), without giving effect to Exchange Act Rule 15c3‐3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and Borrower. (c) The execution or processing by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. 6.2. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to maintain Collateral in a Custody Account for the benefit of Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loanaccordance with Section 4.3.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand7.1 Unless otherwise agreed, notwithstanding any expectation by any party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time by giving notice to Lender at least two Business Days prior to the termination date established by such notice. On the termination date, Borrower shall transfer the Loaned Securities to Lender in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close either of the day (which must be a day upon which Lender ETS or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time on a termination date established by giving notice given to Borrower the other party prior to the close Close of business Business on a Business Day. The termination date established by such a termination notice shall be a Business Day date no later than the earlier to occur of (i) the standard settlement date for trades that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by ETS) entered into on at the date time of such notice in the principal market therefor or (ii) five business days. 7.2 Notwithstanding Section 7.1 and unless otherwise agreed, ETS may terminate a Loan on any Business Days from the giving Day, effective as of such notice. On the termination dateBusiness Day, Borrower shall transfer to Lender by transferring the Loaned Securities in to Lender before the same manner Cutoff Time on such Business Day. ETS will be deemed to have transferred Loaned Securities to Lender before the Cutoff Time if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to Borrower was effected be borrowed by ETS pursuant to Section 2any rehypothecation agreement between Lender and ETS. 7.3 Any instruction by Xxxxxx to ETS to execute an order to sell the Loaned Securities shall constitute notice of termination by Xxxxxx to ETS. The termination date established by such a sale of the Loaned Securities shall be the settlement date of such sale of the Loaned Securities. 7.4 Unless otherwise agreed, whereupon Lender shall ETS shall, on or before the Cutoff Time on the termination date of a Loan, transfer the Loaned Securities to Borrower Lender, provided, however, that upon such transfer by ETS, the Collateral for such Loan (as adjusted pursuant to Section 8) by close of the day (which must 10) shall be a day upon which Lender or its designee or agent holding the Collateral is open for business transferred to ETS in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securitiesaccordance with Section 4.3. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand6.1 Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless an earlier date is agreed by the Parties, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be (i) in the case of Government Securities, the next Business Day following such notice and (ii) in the case of all other Securities, the third Business Day following such notice. 6.2 Notwithstanding section 6.2 and unless otherwise agreed, Borrower may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender on such Business Day. On Borrower will be deemed to have transferred Loaned Securities by the end of a Business Day if it treats such securities as customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returnedto Lender or may continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and Borrower. 6.3 The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower. The termination date established by such a sale of the Loaned Securities shall be the settlement date of such sale of the Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under section 6.3. 6.4 Unless otherwise agreed, Borrower shall, on or before the Cutoff Time on the termination datedate of a Loan, Borrower shall transfer the Loaned Securities to Lender in the same manner as initial Lender; provided, however, that upon such transfer thereof from Lender to Borrower was effected pursuant to Section 2by Borrower, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business Day. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into on the date of such notice in the principal market therefor or (ii) five Business Days from the giving of such notice. On the termination date, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to accordance with Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities4.4. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless an earlier date is agreed by the Parties, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be (a) in the case of Government Securities, the next Business Day following such notice and (b) in the case of all other Securities, the third Business Day following such notice. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender on such Business Day. On Borrower will be deemed to have transferred Loaned Securities by the end of a Business Day if it treats such securities as customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and Borrower. (c) The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Xxxxxx to Borrower. The termination date established by such a sale of the Loaned Securities shall be the settlement date of such sale of the Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (b) of this Section. 2. Unless otherwise agreed, Borrower shall, on or before the Cutoff Time on the termination datedate of a Loan, Borrower shall transfer the Loaned Securities to Lender in the same manner as initial Lender; provided, however, that upon such transfer thereof from Lender to Borrower was effected pursuant to Section 2by Xxxxxxxx, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business Day. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into on the date of such notice in the principal market therefor or (ii) five Business Days from the giving of such notice. On the termination date, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to accordance with Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities4.3. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless Borrower and Lender agree to the contrary , the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Xxxxxxxx) entered into at the time of such notice. On the termination date. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower was effected pursuant to Section 2, whereupon any hypothecation agreement between Lender and Borrower. (c) The execution by Borrower of an order to sell the Loaned Securities by Lender shall transfer constitute notice of termination by Xxxxxx to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. 2. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to maintain Collateral in a Custody Account for Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loanaccordance with Section 4.3.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless Borrower and Lender agree to the contrary , the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Xxxxxx) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice. On the termination date. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from Lender customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to (c) The execution by Borrower was effected pursuant of an order to Section 2, whereupon sell the Loaned Securities by Lender shall transfer constitute notice of termination by Xxxxxx to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. 6.2. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to maintain Collateral in a Custody Account for Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loanaccordance with Section 4.3.

Termination of the Loan. 5.1 Each Loan shall be terminable on demandUnless otherwise agreed, notwithstanding any expectation by any party that a Loan would remain outstanding for a given time period. (a) Borrower may terminate a loan at on any time Business Day by giving notice to Lender at least two Business Days prior to 10:00 a.m. in the termination date established by case of government securities and prior to 11:30 a.m. in the case of all other securities on such notice. On the termination date, Borrower shall transfer Business Day and transferring the Loaned Securities to Lender in before the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2Cutoff Time on such Business Day, whereupon Lender shall transfer to Borrower the Collateral and (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is heldb) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time loan on a termination date established by giving a notice to given by Lender Borrower prior to the close of business on a Business Day. The termination date established by such a termination notice given by Lender to Borrower shall be a Business Day date no later earlier than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into on the date of such notice notice, which date shall, unless Borrower and Lender agree to the contrary, be (i) in the principal market therefor or case of government securities, the next Business Day following such notice, (ii) five in the case of Foreign Securities, the fifth Business Days from Day following such notice, and (iii) in the giving case of all other securities, the third Business Day following such notice. On Unless otherwise agreed, Borrower shall, on or before the Cutoff Time on the termination datedate of a Loan, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial to Lender, provided, however, that after such transfer thereof from Lender to Borrower was effected pursuant to Section 2by Borrower, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by to Borrower in accordance with Section 3.3 Section 8.1 is hereby deleted in its entirety and substituting the following is substituted in its place: 8.1 Borrower shall daily mark xx market any Loan hereunder and in the event that at the close of trading on any Business Day the market value of the Collateral for any Loan to Borrower shall be less than: (i) 102% of the market value of all the outstanding Loaned Securities which are Foreign Securities subject to such Loan, and (ii) 100% of the market value of all the outstanding Loaned Securities other than Foreign Securities subject to such Loan, Borrower shall transfer additional Collateral no later than the close of the day (which must be a day upon which Lender or its designee or agent holding next Business Day so that the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day market value of such receipt additional Collateral, when added to the market value of the other Collateral for such Loan, shall equal: (i) 105% of the market value of the Loaned Securities if the Loaned Securities are Foreign Securities, and (ii) 102% of the market value of the Loaned Securities if the Loaned Securities are not Foreign Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless an earlier date is agreed by the Parties, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice. On , which date shall, unless Borrower and Lender agree to the termination datecontrary, be (a) in the case of Government Securities, the next Business Day following such notice and (b) in the case of all other Securities, the third Business Day following such notice or such earlier date if required by applicable law or regulation. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and Borrower. (c) The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. 6.2. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to hold Collateral for Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loanaccordance with Section 4.3.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand6.1 Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless an earlier date is agreed by the Parties, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be (i) in the case of Government Securities, the next Business Day following such notice and (ii) in the case of all other Securities, the third Business Day following such notice. 6.2 Notwithstanding section 6.2 and unless otherwise agreed, Borrower may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender on such Business Day. On Borrower will be deemed to have transferred Loaned Securities by the end of a Business Day if it treats such securities as customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returnedto Lender or may continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and Borrower. 6.3 The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower. The termination date established by such a sale of the Loaned Securities shall be the settlement date of such sale of the Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under section 6.3. 6.4 Unless otherwise agreed, Borrower shall, on or before the Cutoff Time on the termination datedate of a Loan, Borrower shall transfer the Loaned Securities to Lender in the same manner as initial Lender; provided, however, that upon such transfer thereof from Lender to Borrower was effected pursuant to Section 2by Xxxxxxxx, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business Day. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into on the date of such notice in the principal market therefor or (ii) five Business Days from the giving of such notice. On the termination date, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to accordance with Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities4.4. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless an earlier date is agreed by the Parties, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice. On , which date shall, unless Borrower and Lender agree to the termination datecontrary, be (a) in the case of Government Securities, the next Business Day following such notice and (b) in the case of all other Securities, the third Business Day following such notice or such earlier date if required by applicable law or regulation. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and Borrower. (c) The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. 6.2. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to hold Collateral for Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loanaccordance with Section 4.3.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless an earlier date is agreed by the Parties, the termination date established by a termination notice shall be a date no later than the standard regular way settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be (a) in the case of Government Securities, the next Business Day following such notice and (b) in the case of all other Securities, the third Business Day following such notice. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender on such Business Day. On Borrower will be deemed to have transferred Loaned Securities by the end of a Business Day if it treats such securities as customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3). (c) The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower. The termination date established by such a sale of the Loaned Securities shall be the end of day on the date of such sale of the Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (b) of this Section. 6.2. Unless otherwise agreed, Borrower shall, on or before the Cutoff Time on the termination datedate of a Loan, Borrower shall transfer the Loaned Securities to Lender in the same manner as initial Lender; provided, however, that upon such transfer thereof from Lender to Borrower was effected pursuant to Section 2by Borrower, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business Day. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into on the date of such notice in the principal market therefor or (ii) five Business Days from the giving of such notice. On the termination date, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to accordance with Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities4.3. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless Borrower and Lender agree to the contrary, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities in the principal market of such Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan in the principal market of such non-cash Collateral (in the case of a notice given by Xxxxxxxx) entered into at the time of such notice. On the termination date. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act Rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower was effected pursuant to Section 2, whereupon any hypothecation agreement between Lender and Borrower. (c) The execution by Borrower of an order to sell the Loaned Securities by Lender shall transfer constitute notice of termination by Xxxxxx to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. 6.2. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to maintain, or cause to be maintained, Collateral in a Custody Account for Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loanaccordance with Section 4.3.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless Borrower and Lender agree to the contrary , the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice. On the termination date. (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and Borrower. (c) The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. 6.2. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to maintain Collateral in a Custody Account for Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loanaccordance with Section 4.3.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand, notwithstanding any expectation by any party that a Loan would remain outstanding for a given time period. (a) Borrower may terminate a loan at Loan on any time Business Day by giving notice (an "Acceleration Notice") to Lender at least two and transferring the Loaned Shares to Lender by the Cutoff Time on such Business Days prior Day (in such case, the "Acceleration Date") and (b) Lender may terminate a Loan on any Business Day by giving an Acceleration Notice to Borrower specifying the termination Acceleration Date for such Loan, which shall be a date established by no earlier than the standard settlement date for trades of the Loaned Shares entered into on the date of such notice. On Provided that such acceleration does not constitute a Termination Event (as defined in the termination dateForward Purchase Agreement) under the Forward Purchase Agreement, Borrower shall shall, on or before the Cutoff Time on the Acceleration Date specified by Lender in respect of a Loan, transfer the Loaned Securities Shares to Lender in Lender. Upon the same manner as initial transfer thereof from Lender to by Borrower was effected of Loaned Shares pursuant to Section 2(a) or (b) above, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of to Borrower on the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business applicable Acceleration Date in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securitiesaccordance with Section 3. 5.2 Lender may terminate a Loan at any time by giving notice 5.2. Unless otherwise accelerated pursuant to Borrower prior to the close of business on a Business Day. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into Section 5.1, on the date Termination Date of such notice in the principal market therefor or (ii) five Business Days from the giving of such notice. On the termination datea Loan, Borrower shall transfer redeliver to Lender the Loaned Shares or Equivalent Shares, or cause the Loaned Shares or Equivalent Shares to be returned to Lender by crediting the Loaned Shares or Equivalent Shares to Lender's Securities Account; provided, however, that Borrower's obligation to redeliver to Lender the Loaned Shares or Equivalent Shares shall be offset to the extent that Lender does not elect Cash Settlement (as defined in the same manner as initial transfer thereof from Forward Purchase Agreement) and Lender has an obligation to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer deliver to Borrower the Collateral Number of Shares to be Delivered (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business defined in the jurisdiction Forward Purchase Agreement) pursuant to, and determined in accordance with, the Forward Purchase Agreement, in which case, Borrower shall redeliver to Lender such Collateral is held) next succeeding the day of such receipt portion of the Loaned SecuritiesShares or Equivalent Shares that exceeds the Number of Shares to be Delivered (the "Excess Collateral Shares"). 5.3 For purposes 5.3. In the event that this Agreement is terminated early in accordance with Section 11 hereof, then Borrower shall be obligated to redeliver to Lender the Loaned Shares or Equivalent Shares, or to cause the Loaned Shares or Equivalent Shares to be returned to Lender by crediting the Loaned Shares or Equivalent Shares to Lender's Securities Account; provided, however, that, without limiting any other right of this Agreementsetoff of the Borrower, any required return by Borrower of Borrower's obligation to redeliver to Lender the Loaned Securities Shares or Equivalent Shares shall include securities identical in issuer, type, class and face amount be offset to those actually transferred by the extent that Lender has an obligation to pay to Borrower at the commencement amounts in respect of the related Loanearly termination of the Forward Purchase Agreement (the "Early Termination Payment"), and any required return by Lender of Collateral consisting of securities in which case, Borrower shall include securities identical in issuer, type, class and face amount be obligated to those actually transferred by Borrower redeliver to Lender during the term such portion of the LoanLoaned Shares or Equivalent Shares that exceeds the Early Termination Payment (the "Early Termination Excess").

Termination of the Loan. 5.1 Each Loan shall be terminable on demand6.1 Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless an earlier date is agreed by the Parties, the termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Lender) or the non-cash Collateral securing the Loan (in the case of a notice given by Borrower) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be (i) in the case of Government Securities, the next Business Day following such notice and (ii) in the case of all other Securities, the third Business Day following such notice. 6.2 Notwithstanding section 6.2 and unless otherwise agreed, Borrower may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender on such Business Day. On Borrower will be deemed to have transferred Loaned Securities by the end of a Business Day if it treats such securities as customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower pursuant to any hypothecation agreement between Lender and Borrower. 6.3 The execution by Borrower of an order to sell the Loaned Securities by Lender shall constitute notice of termination by Lender to Borrower. The termination date established by such a sale of the Loaned Securities shall be the settlement date of such sale of the Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under section 6.3. 6.4 Unless otherwise agreed, Borrower shall, on or before the Cutoff Time on the termination datedate of a Loan, Borrower shall transfer the Loaned Securities to Lender in the same manner as initial Lender; provided, however, that upon such transfer thereof from Lender to Borrower was effected pursuant to Section 2by Borrower, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business Day. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into on the date of such notice in the principal market therefor or (ii) five Business Days from the giving of such notice. On the termination date, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to accordance with Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities4.4. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand(a) Unless otherwise agreed, notwithstanding any expectation by any either party that a Loan would remain outstanding for a given time period. Borrower may terminate a loan at any time Loan on a termination date established by giving notice given to Lender at least two Business Days the other party prior to the Close of Business on a Business Day. Unless Borrower and Lender agree to the contrary , the termination date established by such notice. On a termination notice shall be a date no earlier than the termination datestandard settlement date that would apply to a purchase or sale of the Loaned Securities (in the case of a notice given by Xxxxxx) or the (b) Notwithstanding paragraph (a) and unless otherwise agreed, Borrower shall transfer may terminate a Loan on any Business Day, effective as of such Business Day, by transferring the Loaned Securities to Lender in on such Business Day. Borrower will be deemed to have transferred Loaned Securities by the same manner end of a Business Day if it treats such securities as initial transfer thereof from customer securities subject to the general possession or control requirements of Exchange Act Rule 15c3-3(b), without giving effect to Exchange Act rule 15c3-3(b)(3), without regard to whether such securities are thereby returned to Lender or may continue to be borrowed by Borrower was effected pursuant to Section 2, whereupon any hypothecation agreement between Lender and Borrower. (c) The execution by Borrower of an order to sell the Loaned Securities by Lender shall transfer constitute notice of termination by Xxxxxx to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business DayBorrower. The termination date established by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades sale of the Loaned Securities entered into on shall be the settlement date of such notice in sale of the principal market therefor Loaned Securities or any earlier date on which Borrower is deemed to have transferred Loaned Securities to Lender under paragraph (iib) five Business Days from of this Section. 6.2. Unless otherwise agreed, Borrower shall, on or before the giving of such notice. On Cutoff Time on the termination datedate of a Loan, transfer the Loaned Securities to Lender; provided, however, that upon such transfer by Borrower, Borrower shall transfer no longer be obligated to maintain Collateral in a Custody Account for Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held9) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loanaccordance with Section 4.3.

Termination of the Loan. 5.1 Each Loan shall be terminable on demand, notwithstanding any expectation by any party that a Loan would remain outstanding outstandi ng for a given time period. Borrower may terminate a loan at any time by giving notice to Lender at least two Business Days prior to the termination date established by such notice. On the termination date, Borrower shall transfer the Loaned Securities to Lender in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section 8) by close of the day (which must m ust be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.2 Lender may terminate a Loan at any time by giving notice to Borrower prior to the close of business on a Business Day. The termination date established establ ished by such notice shall be a Business Day no later than the earlier to occur of (i) the standard settlement date for trades of the Loaned Securities entered into on the date of such notice in the principal market therefor or (ii) five Business Days from the giving of such notice. On the termination date, Borrower shall transfer to Lender the Loaned Securities in the same manner as initial transfer thereof from Lender to Borrower was effected pursuant to Section 2, whereupon Lender shall transfer to Borrower the Collateral (as adjusted pursuant to Section Sectfon 8) by close of the day (which must be a day upon which Lender or its designee or agent holding the Collateral is open for business in the jurisdiction in which such Collateral is held) next succeeding the day of such receipt of the Loaned Securities. 5.3 For purposes of this Agreement, any required return by Borrower of Loaned Securities shall include securities identical in issuer, type, class and face amount to those actually transferred by Lender to Borrower at the commencement of the related Loan, and any required return by Lender of Collateral consisting of securities shall shal l include securities identical in issuer, type, class and face amount to those actually transferred by Borrower to Lender during the term of the Loan.