Common use of Termination of PB Terms Clause in Contracts

Termination of PB Terms. BNPP PB may terminate the PB Terms at any time for any reason by giving notice of termination to Customer. In the event of such termination, BNPP PB continues to have its rights under the SEC Letter to cease the clearance and settlement of any transactions for Customer executed but not settled prior to such notice of termination. The PB Terms shall terminate immediately upon the termination of the Account Agreement. This Exhibit C (the “Rehypothecation Agreement”) is entered into between Customer and BNP PARIBAS SECURITIES CORP. (“BNPP PB”), on behalf of itself and as agent for the BNPP Entities. This Rehypothecation Agreement is incorporated as an exhibit to the U.S. PB Agreement (the “Agreement”). Certain capitalized terms used in this Rehypothecation Agreement are defined in the Account Agreement. 1. Rehypothecation - (a) Customer expressly grants each BNPP Entity the right, to the fullest extent that it may effectively do so under Applicable Law and subject to the terms and conditions of this Rehypothecation Agreement and MLP Annex, (i) to use or invest cash Collateral at its own risk and (ii) to re-register the Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral (the “Hypothecated Securities”), as principal and not as agent of Customer, with all attendant rights of ownership except as provided below. For the purposes of the return of any Hypothecated Securities to Customer, BNPP PB’s return obligations shall be satisfied by delivering the Hypothecated Securities or securities identical to such Hypothecated Securities (such securities having the same cusip number as the subject Hypothecated Securities, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”). For the avoidance of doubt, Customer hereby grants BNPP PB its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Exchange Act, subject to the limits of this Agreement. (b) Collateral held by Custodian (including any successor thereto, the “Custodian”) pursuant to the Special Custody and Pledge Agreement between BNPP PB, Customer, and Custodian (the “Special Custody Agreement”) (such Collateral, the “Margin Collateral”) shall be transferred to BNPP PB for purposes of rehypothecation only against a request to Custodian for release of Margin Collateral (“Hypothecation Request”) that meets the following requirements: (i) the Hypothecation Request is issued by a duly authorized representative of BNPP PB in accordance with the requirements for instructions set forth for in the Special Custody Agreement, (ii) subject to Section 2(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the value of the loan against which the Margin Collateral was pledged (“Hypothecation Limit”), provided that if the Maximum Commitment Financing (as defined in the Committed Facility Agreement) is increased pursuant to the mutual agreement of the parties, then the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (A) the Hypothecation Limit or (B) thirty-three and one-third percent (33⅓%) of the total assets of the Customer based on the most recent financial information provided by the Customer, (iii) the securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and (iv) the securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities or removing the securities from the Special Custody Account (as defined herein), the record date that was the reason for the recall or event has passed.

Termination of PB Terms. BNPP PB PB, Inc. may terminate the PB Terms at any time for any reason by giving notice of termination to Customer. In the event of such termination, BNPP PB PB, Inc. continues to have its rights under the SEC Letter to cease the clearance and settlement of any transactions for Customer executed but not settled prior to such notice of termination. The PB Terms shall terminate immediately upon the termination of the Account Agreement. Exhibit C – Rehypothecation Agreement This Exhibit C (the “Rehypothecation Agreement”) is entered into between Customer and BNP PARIBAS SECURITIES CORPPRIME BROKERAGE, INC. (“BNPP PB, Inc.”), on behalf of itself and as agent for the BNPP Entities. This Rehypothecation Agreement is incorporated as an exhibit to the U.S. PB Agreement (the “Agreement”). Certain All capitalized terms used in this Rehypothecation Agreement are but not defined herein shall have the meaning set forth in the Account Agreement. 1. Rehypothecation - (a) Customer expressly grants each BNPP Entity PB, Inc. the right, to the fullest extent that it may effectively do so under Applicable Law and subject to the terms and conditions of this Rehypothecation Agreement and MLP AnnexAgreement, (i) to use or invest cash Collateral at its own risk and (ii) to re-register the Collateral in its own name or in another name other than Customer’s, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral (the “Hypothecated Securities”), as principal and not as agent of Customer, with all attendant rights of ownership except as provided below. For the purposes of the return of any Hypothecated Securities to Customer, BNPP PB, Inc.’s return obligations shall be satisfied by delivering the Hypothecated Securities or securities identical to such Hypothecated Securities (such securities having the same cusip number as the subject Hypothecated Securities, or in the case of a reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“Equivalent Securities”). For the avoidance of doubt, Customer hereby grants BNPP PB PB, Inc. its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Exchange Act, subject to the limits of this Agreement. (b) Collateral held by Custodian (including any successor thereto, the “Custodian”) pursuant to the Special Custody and Pledge Agreement between BNPP PB, Customer, and Custodian (the “Special Custody Agreement”) (such Collateral, the “Margin Collateral”) shall be transferred to BNPP PB PB, Inc. for purposes of rehypothecation only against a request to Custodian for release of Margin Collateral (“Hypothecation Request”) that meets the following requirements: (i) the Hypothecation Request is issued by a duly authorized representative of BNPP PB PB, Inc. in accordance with the requirements for instructions set forth for in the Special Custody and Pledge Agreement, (ii) subject to Section 2(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the value of the loan against which the Margin Collateral was pledged (“Hypothecation Limit”), provided that if the Maximum Commitment Financing (as defined in the Committed Facility Agreement) is increased pursuant to the mutual agreement of the parties, then the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (A) the Hypothecation Limit or (B) thirty-three and one-third percent (33⅓%33 1⁄3%) of the total assets of the Customer based on the most recent financial information provided by the Customer, (iii) the securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and (iv) the securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities or removing the securities from the Special Custody Account (as defined herein)securities, the record date that was the reason for the recall or event has passed.

Termination of PB Terms. BNPP PB may terminate the PB Terms at any time for any reason by giving notice of termination to Customer. In the event of such termination, BNPP PB continues to have its rights under the SEC Letter to cease the clearance and settlement of any transactions for Customer executed but not settled prior to such notice of termination. The PB Terms shall terminate immediately upon the termination of the Account Agreement. This Exhibit C (the “"Rehypothecation Agreement”") is entered into between Customer and BNP PARIBAS SECURITIES CORP. CORP (“"BNPP PB”"), on behalf of itself and as agent for the BNPP Entities. This Rehypothecation Agreement is incorporated as an exhibit to the U.S. PB Agreement (the “"Agreement”"). Certain capitalized terms used in this Rehypothecation Agreement are defined in the Account Agreement. 1. Rehypothecation - (a) Customer expressly grants each BNPP Entity the right, to the fullest extent that it may effectively do so under Applicable Law and subject to the terms and conditions of this Rehypothecation Agreement and MLP AnnexAgreement, (i) to use or invest cash Collateral at its own risk and (ii) to re-register the Collateral collateral in its own name or in another name other than Customer’s's, to use or invest the proceeds of any securities lending transaction at its own risk, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use the Collateral (the “"Hypothecated Securities”"), as principal and not as agent of Customer, with all attendant rights of ownership except as provided below. For the purposes of the return of any Hypothecated Securities to Customer, BNPP PB’s 's return obligations shall be satisfied by delivering the Hypothecated Securities or securities identical to such Hypothecated Securities (such securities having the same cusip number as the subject Hypothecated Securities, or in the case of a an reorganization or recapitalization of the issuer, the equivalent of the subject Hypothecated Securities) (“"Equivalent Securities”"). For the avoidance of doubt, Customer hereby grants BNPP PB its consent to hypothecate its securities for the purposes of Rule 15c2-1(a)(1) of the Exchange Act, subject to the limits of this Agreement. (b) Collateral held by Custodian (including any successor thereto, the “"Custodian”") pursuant to the Special Custody and Pledge Agreement between BNPP PB, Customer, and Custodian (the “"Special Custody Agreement”") (such Collateral, the “"Margin Collateral”") shall be transferred to BNPP PB for purposes of rehypothecation only against a request to Custodian for release of Margin Collateral (“"Hypothecation Request”") that meets the following requirements: (i) the Hypothecation Request is issued by a duly authorized representative of BNPP PB in accordance with the requirements for instructions set forth for in the Special Custody Agreement, (ii) subject to Section 2(c)(B), the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the value of the loan against which the Margin Collateral was pledged (“"Hypothecation Limit”"), provided that if the Maximum Commitment Financing (as defined in the Committed Facility Agreement) is increased pursuant to the mutual agreement of the partiesParties, then the fair market value of the securities which are subject to the Hypothecation Request, together with the value of any outstanding Hypothecated Securities, shall not exceed the lesser of (A) the Hypothecation Limit or (B) thirty-three and one-third percent (33⅓%33%%) of the total assets of the Customer based on the most recent financial information provided by the Customer, (iii) the securities which are subject to the Hypothecation Request shall not represent the entire position of such security held by Customer, and (iv) the securities which are subject to the Hypothecation Request are not Ineligible Securities (as defined below) and have not been recalled by the Customer or if the securities which are subject to the Hypothecation Request were recalled by the Customer other than for the purpose of selling the securities or removing the securities from the Special Custody Account (as defined herein), the record date that was the reason for the recall or event has passed.