n the State of New York. Section 1. Establishment of Securities Account. The Intermediary hereby confirms that: 1.1 Account Number and Name. The Intermediary has established account numbe (hereinafter referred to as the "primary account") and (hereinafter referred to as the "secondary account") and the

n the State of New York. Section 1. Establishment of Securities Account. The Intermediary hereby confirms that: 1.1 Account Number and Name. The Intermediary has establish num s (hereinafter referred to as the "primary account") and (hereinafter referred to as the "secondary account") and the account(s)

fect in the State of New York. Section 1. Establishment of Securities Account. The Intermediary hereby confirms that: ccount Number and Name. The Intermediary has established account (hereinafter referred to as the "primary account") and (hereinafter referred to as the "secondary account") and the account

n its sole discretion Secured Party approves the transfer of assets from the secondary account to the primary account for the settlement of trades, Intermediary's lien on the financial assets, or any replacement proceeds, while they are held in the primary account shall be subordinate to that of Secured Part

to the Securities Account. The Intermediary shall have rights of set-off with respect to the Securities Account, however, the Intermediary shall not exercise any such right of set-off unless and until the Intermediary notifies the Secured Party. Section 4. Choice of Law. 4.1 Choice

to the Securities Account. 11.2 Termination of Account. The Intermediary may, upon 30 days written notice to Debtor and Secured Party, resign as Intermediary hereunder and transfer all financial 6 451053v3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0037694 CONFIDENTIAL SDNY GM_00183878

reto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(aX8) of the UCC) of such other person. 5.4 The Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Debtor or the Secured Party purporting

to the Securities Account. 11.2 Termination of Account. The Intermediary may, upon 30 days written notice to Debtor and Secured Party, resign as Intermediary hereunder and transfer all financial 6 451053v3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038135 CONFIDENTIAL SDNY GM_00184319

to the Securities Account. The Intermediary shall have rights of set-off with respect to the Securities Account, however, the Intermediary shall not exercise any such right of set-off unless and until the Intermediary notifies the Secured Party. Section 4. Choice of Law. 4.1 Choice

reto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(aX8) of the UCC) of such other person. 5.4 The Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Debtor or the Secured Party purporting

to the Securities Account. 11.2 Termination of Account. The Intermediary may, upon 30 days written notice to Debtor and Secured Party, resign as Intermediary hereunder and transfer all financial 6 481053 v3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038211 CONFIDENTIAL SDNY GM_00184395

n its sole discretion Secured Party approves the transfer of assets from the secondary account to the primary account for the settlement of trades, Intermediary's lien on the financial assets, or any replacement proceeds, while they are held in the primary account shall be subordinate to that of Secured Part

reto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(aX8) of the UCC) of such other person. 5.4 The Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Debtor or the Secured Party purporting

to the Securities Account. The Intermediary shall have rights of set-off with respect to the Securities Account, however, the Intermediary shall not exercise any such right of set-off unless and until the Intermediary notifies the Secured Party. Section 4. Choke of Law. 4.1 Choice o

to the Securities Account. 11.2 Termination of Account. The Intermediary may, upon 30 days written notice to Debtor and Secured Party, resign as Intermediary hereunder and transfer all financial 6 4810533 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0041346 CONFIDENTIAL SDNY_GM_00187530

n its sole discretion Secured Party approves the transfer of assets from the secondary account to the primary account for the settlement of trades, Intermediary's lien on the financial assets, or any replacement proceeds, while they are held in the primary account shall be subordinate to that of Secured Patt

ing additional securities entitlements. 2.6 Condition to Compliance. Notwithstanding the foregoing provisions of Sections 2.2.2, 2.3, 2.4 and 2.5, Intermediary is not required to comply with an Instruction Order given under Section 2.2.2 or with an Entitlement Order or Notice of Sole Control given with pet

d by sending an Entitlement Order to the Intermediary at any time prior to the expiration of the thirtieth (30th) day after written notice from the Intermediary is sent to the Secured Party. If the Intermediary has not prior to the expiration of the 30 day received an Entitlement Order from the Secured Party

to the Securities Account. The Intermediary shall have rights of set-off with respect to the Securities Account, however, the Intermediary shall not exercise any such right of set-off unless and until the Intermediary notifies the Secured Party. Section 4. Choke of Law. 4.1 Choice o

n the State of New York. Section 1. Establishment of Securities Account. The Intermediary hereby confirms that: 1.1 Account Number and Name. The Intermediary has established account number(s) N4G025098 (hereinafter referred to as the "primary account") and N4G025106, N4G025114 (hereinafter referred to as