The a2 Milk Company Limited/Announcement

SPH Notice – The Goldman Sachs Group, Inc. (“GSGI”)

Substantial Holder Notice1 October 2023ATMConsumer Staples

1

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To The A2 Milk Company Limited (ATM)
Relevant event being disclosed: Movement of 1% or more in the substantial holding
Date of relevant event: 24 August 2023
Date this disclosure made: 29 September 2023
Date last disclosure made: 28 November 2022

Substantial product holder(s) giving disclosure

Full name(s): The Goldman Sachs Group, Inc. (“GSGI”) on behalf of itself and its subsidiaries (“Goldman Sachs
Group”) including its significant subsidiaries listed in Annexure A.

Summary of substantial holding

Class of quoted voting Products: Ordinary shares

Summary for GSGI on behalf of itself and the Goldman Sachs Group.

For this disclosure,—
(a) total number held in class: 45,521,998
(b) total in class: 721,976,214.00
(c) total percentage held in class: 6.3052%

For last disclosure,—
(a) total number held in class: 38,857,882
(b) total in class: 743,656,528
(c) total percentage held in class: 5.2252%

DETAILS FOR GOLDMAN SACHS ASSET MANAGEMENT L.P. (GSAMLP)

Nature of relevant interest(s): GSAMLP has a relevant interest in ordinary fully paid shares in its capacity as
investment manager for a range of client portfolios. GSAMLP’s relevant interest arises under investment
management contract(s) and only from the powers of investment contained in those contract(s), including the
power to exercise, or to control the exercise of, a right to vote attached to ATM shares, or to acquire or dispose of,
or to control the acquisition or disposal of, the ATM shares.

For that relevant interest,
(a) number held in class: 246,544
(b) percentage held in class: 0.0341%
(c) current registered holder(s) of securities: Bank of New York Mellon
(d) registered holder(s) once transfers registered: NA

2

For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the
derivative: N/A

DETAILS FOR GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL (GSAMI)

Nature of relevant interest(s): GSAMI has a relevant interest in ordinary fully paid shares in its capacity as
investment manager for a range of client portfolios. GSAMI’s relevant interest arises under investment
management contract(s) and only from the powers of investment contained in those contract(s), including the
power to exercise, or to control the exercise of, a right to vote attached to ATM shares, or to acquire or dispose of,
or to control the acquisition or disposal of, the ATM shares.

For that relevant interest,
(a) number held in class: 7,897
(b) percentage held in class: 0.0011%
(c) current registered holder(s) of securities: Bank of New York Mellon
(d) registered holder(s) once transfers registered: NA

For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the
derivative: N/A

DETAILS FOR GOLDMAN SACHS INTERNATIONAL (GSI)

Nature of relevant interest(s): Beneficially owns fully paid ordinary shares.

For that relevant interest,
(a) number held in class: 4,161
(b) percentage held in class: 0.0006%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA

Nature of relevant interest(s): Derivative relevant interest over quoted underlying. Relevant agreement
documents (1992 and 2002 ISDA Master Agreements) are attached in Part B of Annexure C

For that relevant interest,
(a) number held in class: 415,091
(b) percentage held in class: Aggregate 0.0575% as set out below
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA

3

For that derivative relevant interest also,
(a) type of derivative: Equity Swap
(b) details of derivatives: Aggregate long 415,091 cash-settled Equity Swaps (aggregate long 0.0575% held in
class) as follows:
(1) Long 86 cash-settled Equity Swap (0.00990% long held in class) maturing on 25 September 2024
(2) Long 296 cash-settled Equity Swap (0.00004% long held in class) maturing on 25 September 2024
(3) Long 60 cash-settled Equity Swap (0.00001% long held in class) maturing on 25 September 2024
(4) Long 55 cash-settled Equity Swap (0.00001% long held in class) maturing on 25 September 2024
(5) Long 91732 cash-settled Equity Swap (0.01271% long held in class) maturing on 08 April 2024
(6) Long 5555 cash-settled Equity Swap (0.00077% long held in class) maturing on 26 August 2025
(7) Long 194 cash-settled Equity Swap (0.00003% long held in class) maturing on 27 August 2025
(8) Long 38 cash-settled Equity Swap (0.00001% long held in class) maturing on 22 November 2023
(9) Long 316921 cash-settled Equity Swap (0.04390% long held in class) maturing on 27 December 2024
(10) Long 154 cash-settled Equity Swap (0.00002% long held in class) maturing on 10 June 2025
(c) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the
derivative: N/A

Nature of relevant interest(s): Beneficial holder subject to a qualification to its ability to exercise voting rights
as set out in Overseas Securities Lender’s Agreements. Forms of Overseas Securities Lender’s Agreements and
Master Equity & Fixed Interest Stock Lending Agreement are in Part A of Annexure C.

For that relevant interest,
(a) number held in class: 9,253,164
(b) percentage held in class: 1.2816%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA

DETAILS FOR GOLDMAN SACHS FINANCIAL MARKETS PTY LTD (GAUS)

Nature of relevant interest(s): Beneficially owns fully paid ordinary shares.

For that relevant interest,
(a) number held in class: 4,313,021
(b) percentage held in class: 0.5974%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA

Nature of relevant interest(s): Derivative relevant interest over quoted underlying. Relevant agreement
documents (1992 and 2002 ISDA Master Agreements) are attached in Part B of Annexure C.

For that relevant interest,
(a) number held in class: 21,936,360
(b) percentage held in class: 3.0384%

4

(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA

For a derivative relevant interest, also
(a) type of derivative: Equity Swap
(b) details of derivatives: Aggregate long 21,936,360 cash-settled Equity Swaps (aggregate long 3.0384% held in
class) as follows:
(1) Long 122 cash-settled Equity Swap (0.00002% long held in class) maturing on 25 September 2024
(2) Long 62 cash-settled Equity Swap (0.00001% long held in class) maturing on 25 September 2024
(3) Long 14659334 cash-settled Equity Swap (2.03045% long held in class) maturing on 20 November 2024
(4) Long 5326001 cash-settled Equity Swap (0.73770% long held in class) maturing on 20 November 2024
(5) Long 309864 cash-settled Equity Swap (0.04292% long held in class) maturing on 02 July 2025
(6) Long 23870 cash-settled Equity Swap (0.00331% long held in class) maturing on 28 July 2025
(7) Long 379000 cash-settled Equity Swap (0.05249% long held in class) maturing on 13 August 2025
(8) Long 194854 cash-settled Equity Swap (0.02699% long held in class) maturing on 18 August 2025
(9) Long 276885 cash-settled Equity Swap (0.03835% long held in class) maturing on 25 August 2025
(10) Long 622546 cash-settled Equity Swap (0.08623% long held in class) maturing on 26 August 2025
(11) Long 143822 cash-settled Equity Swap (0.01992% long held in class) maturing on 14 October 2024

(c) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the
derivative: N/A

DETAILS FOR GOLDMAN SACHS & CO. LLC (GSCO)

Nature of relevant interest(s): Beneficially owns fully paid ordinary shares.

For that relevant interest,
(a) number held in class: 100
(b) percentage held in class: 0.00001%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA

Nature of relevant interest(s): Derivative relevant interest over quoted underlying. Relevant agreement
documents (1992 and 2002 ISDA Master Agreements) are attached in Part B of Annexure C.

For that relevant interest, -
(a) number held in class: 1
(b) percentage held in class: 0.0000001%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA

For a derivative relevant interest, also—
(a) type of derivative: Equity Swap
(b) details of derivative: Aggregate long 1 cash-settled Equity Swap (aggregate long 0.0000001% held in class) as
follows:

5

(1) Long 1 cash-settled Equity Swap (0.00000% long held in class) maturing on 28 November 2023
(c) if the substantial product holder is not a party to the derivative, the nature of the relevant
interest in the derivative: N/A

Nature of relevant interest(s): Beneficial holder subject to a qualification to its ability to exercise voting rights
as set out in Overseas Securities Lender’s Agreements. Forms of Overseas Securities Lender’s Agreements are in
Part A of Annexure C.

For that relevant interest,
(a) number held in class: 9,231,454
(b) percentage held in class: 1.2786%
(c) current registered holder(s) of securities: HSBC Custody Nominees (New Zealand) Limited, HSBC Custody
Nominees Australia Limited, Bank of New York Mellon
(d) registered holder(s) once transfers are registered: NA

Details for GOLDMAN SACHS ASSET MANAGEMENT B.V. (GSAM BV)

Nature of relevant interest(s): GSAM BV has a relevant interest in ordinary fully paid shares in its capacity as the
management company for a collective investment scheme. investment manager for a range of client portfolios.
GSAM BV’s relevant interest arises under investment management powers vested in it via certain management
contract(s) and only from the powers of investment contained in those contract(s), including the power to
exercise, or to control the exercise of, a right to vote attached to ATM shares, or to acquire or dispose of, or to
control the acquisition or disposal of, the ATM shares.

For that relevant interest,
(a) number held in class: 114,205
(b) percentage held in class: 0.0158%
(c) current registered holder(s) of securities: Bank of New York Mellon
(d) registered holder(s) once transfers registered: NA

For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the
derivative: N/A

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure: Please see Annexure B.

Additional information

Address(es) of substantial product holder(s):

The Goldman Sachs Group, Inc. - Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801,
U.S.A.

6

Goldman Sachs International - Plumtree Court, 25 Shoe Lane, London EC4A 4AU, United Kingdom

Goldman Sachs Asset Management L.P. - Corporation Trust Center, 1209 Orange Street, Wilmington DE
19801, USA

Goldman Sachs Financial Markets Pty Ltd - Level 22, 101 Collins Street, Melbourne, Victoria 3000,
Australia

Goldman Sachs & Co. LLC - 200 West Street, New York, NY 10282, USA

Goldman Sachs Asset Management International- Plumtree Court, 25 Shoe Lane, London EC4A 4AU,
United Kingdom

Goldman Sachs Asset Management B.V. - Prinses Beatrixlaan 35, 2595 AK, The Hague, The Netherlands

Contact details:
Contact person – Regina Chan
Contact number – 852 2978 7432
Email – gs-reg-ops-pos-sgp@gs.com

Nature of connection between substantial product holders:
The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of each of:
• Goldman Sachs International;
• Goldman Sachs Financial Markets Pty Ltd;
• Goldman Sachs & Co. LLC.;
• Goldman Sachs Asset Management L.P.;
• Goldman Sachs Asset Management International; and
• Goldman Sachs Asset Management B.V.

Certification
I, Regina Chan, certify that, to the best of my knowledge and belief, the information contained in this disclosure is
correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

Signature

Print name

Regina Chan
(signing under power of attorney)

Capacity

Authorised Person

Sign here

Date

29 September 2023

7

Annexure A

Significant Subsidiaries of The Goldman Sachs Group, Inc.
The following are significant subsidiaries of The Goldman Sachs Group, Inc. as of December 31, 2022 and
the states or jurisdictions in which they are organized. Each subsidiary is indented beneath its principal
parent. The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of
substantially all of the subsidiaries included below. The names of particular subsidiaries have been omitted
because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the
year covered by this report, a “significant subsidiary” as that term is defined in Rule 1-02(w) of Regulation
S-X under the Securities Exchange Act of 1934.

8

THE GOLDMAN SACHS GROUP, INC AND ITS SUBSIDIARIES

Signature

Print name

Regina Chan
(signing under power of attorney)

Capacity

Authorised Person

Sign here

Date

29 September 2023

9

Annexure B
Date of
change
Person whose
relevant interest
changed
Nature of Change
Consideration given in
relation to change
(NZD)
Number of
Securities
Class
10/24/2022 GAUS Sell 79,561 13,276 Ordinary
10/24/2022 GAUS Sell 24,199 4,033 Ordinary
10/24/2022 GAUS Sell 434 72 Ordinary
10/24/2022 GAUS Sell 210 35 Ordinary
10/24/2022 GAUS Sell 23,778 4,030 Ordinary
10/24/2022 GAUS Sell 78,983 13,182 Ordinary
10/24/2022 GAUS Sell 134,905 22,864 Ordinary
10/24/2022 GAUS Sell 18 3 Ordinary
10/24/2022 GSI Buy 24 4 Ordinary
10/24/2022 GAUS Sell 23,778 4,030 Ordinary
10/24/2022 GAUS Sell 18 3 Ordinary
10/24/2022 GAUS Buy 178,029 29,771 Ordinary
10/24/2022 GAUS Buy 2,384,079 404,059 Ordinary
10/24/2022 GAUS Buy 2,767,789 469,091 Ordinary
10/25/2022 GSI Sell 19,490 3,289 Ordinary
10/25/2022 GAUS Sell 51,391 8,602 Ordinary
10/25/2022 GAUS Sell 149,365 25,033 Ordinary
10/25/2022 GAUS Sell 269 45 Ordinary
10/25/2022 GAUS Sell 1,276,591 211,674 Ordinary
10/25/2022 GAUS Sell 23,319 3,906 Ordinary
10/25/2022 GAUS Sell 49,737 8,247 Ordinary
10/25/2022 GAUS Sell 173,358 29,035 Ordinary
10/25/2022 GAUS Sell 434 72 Ordinary
10/25/2022 GAUS Sell 1,276,591 211,674 Ordinary
10/25/2022 GAUS Sell 1,276,591 211,674 Ordinary
10/25/2022 GAUS Sell 2,141 355 Ordinary
10/25/2022 GSI Buy 1,184,204 200,431 Ordinary
10/25/2022 GAUS Sell 49,737 8,247 Ordinary
10/25/2022 GAUS Sell 2,141 355 Ordinary
10/25/2022 GAUS Sell 434 72 Ordinary
10/25/2022 GAUS Buy 11,585 1,921 Ordinary
10/25/2022 GAUS Buy 557,640 93,601 Ordinary
10/25/2022 GAUS Buy 1,206,186 200,000 Ordinary
10/25/2022 GAUS Buy 2,649,310 439,287 Ordinary
10/26/2022 GSI Sell 30,283 5,127 Ordinary
10/26/2022 GAUS Sell 118,174 20,006 Ordinary
10/26/2022 GAUS Sell 72,946 12,352 Ordinary
10/26/2022 GAUS Sell 785 131 Ordinary

10

10/26/2022 GAUS Sell 137,999 23,377 Ordinary
10/26/2022 GAUS Sell 176 30 Ordinary
10/26/2022 GAUS Sell 76 13 Ordinary
10/26/2022 GAUS Sell 135,579 22,622 Ordinary
10/26/2022 GAUS Sell 184,712 31,454 Ordinary
10/26/2022 GAUS Sell 37,914 6,453 Ordinary
10/26/2022 GAUS Sell 135,579 22,622 Ordinary
10/26/2022 GAUS Sell 135,579 22,622 Ordinary
10/26/2022 GAUS Sell 73,243 12,221 Ordinary
10/26/2022 GSI
Return of Borrowed
Securities N/A 305,100 Ordinary
10/26/2022 GSI Sell 1,184,206 200,431 Ordinary
10/26/2022 GAUS Sell 73,243 12,221 Ordinary
10/26/2022 GAUS Sell 785 131 Ordinary
10/26/2022 GAUS Buy 416,782 70,612 Ordinary
10/26/2022 GAUS Buy 552,695 94,145 Ordinary
10/26/2022 GAUS Buy 1,498,304 250,000 Ordinary
10/26/2022 GAUS Buy 2,033,996 339,383 Ordinary
10/27/2022 GAUS Sell 118,707 20,248 Ordinary
10/27/2022 GAUS Sell 56,507 9,639 Ordinary
10/27/2022 GAUS Sell 55,880 9,526 Ordinary
10/27/2022 GAUS Sell 347,580 59,262 Ordinary
10/27/2022 GAUS Sell 31,235 5,327 Ordinary
10/27/2022 GAUS Sell 152,783 26,065 Ordinary
10/27/2022 GAUS Sell 36,213 6,170 Ordinary
10/27/2022 GAUS Sell 17,345 2,972 Ordinary
10/27/2022 GAUS Sell 450 77 Ordinary
10/27/2022 GAUS Sell 1,741 298 Ordinary
10/27/2022 GAUS Sell 152 26 Ordinary
10/27/2022 GAUS Sell 193 33 Ordinary
10/27/2022 GAUS Sell 38,249 6,554 Ordinary
10/27/2022 GAUS Sell 56,254 9,639 Ordinary
10/27/2022 GSI
Return of Borrowed
Securities N/A 3,264,632 Ordinary
10/27/2022 GAUS Sell 56,254 9,639 Ordinary
10/27/2022 GAUS Sell 38,249 6,554 Ordinary
10/27/2022 GAUS Sell 17,345 2,972 Ordinary
10/27/2022 GAUS Buy 367,684 62,764 Ordinary
10/27/2022 GAUS Buy 1,050,489 180,000 Ordinary
10/27/2022 GAUS Buy 1,881,362 322,369 Ordinary
10/28/2022 GSI Sell 16,264 2,785 Ordinary
10/28/2022 GAUS Sell 68,099 11,672 Ordinary

11

10/28/2022 GAUS Sell 166,735 28,576 Ordinary
10/28/2022 GAUS Sell 23 4 Ordinary
10/28/2022 GAUS Sell 32,146 5,512 Ordinary
10/28/2022 GAUS Sell 43,183 7,428 Ordinary
10/28/2022 GAUS Sell 12,752 2,183 Ordinary
10/28/2022 GAUS Sell 79,617 13,650 Ordinary
10/28/2022 GAUS Sell 6 1 Ordinary
10/28/2022 GAUS Sell 4,323 740 Ordinary
10/28/2022 GAUS Sell 12,752 2,183 Ordinary
10/28/2022 GAUS Sell 12,752 2,183 Ordinary
10/28/2022 GAUS Sell 4,323 740 Ordinary
10/28/2022 GAUS Buy 176,210 30,184 Ordinary
10/28/2022 GAUS Buy 1,928,907 330,214 Ordinary
10/28/2022 GAUS Buy 2,644,699 452,752 Ordinary
10/28/2022 GSI Reversal of buy N/A 160,000 Ordinary
10/31/2022 GSI Sell 136,370 23,512 Ordinary
10/31/2022 GAUS Sell 4,556,102 782,082 Ordinary
10/31/2022 GAUS Sell 289,638 49,903 Ordinary
10/31/2022 GAUS Sell 63,078 10,855 Ordinary
10/31/2022 GAUS Sell 58,210 10,040 Ordinary
10/31/2022 GAUS Sell 160,460 27,572 Ordinary
10/31/2022 GAUS Sell 70 12 Ordinary
10/31/2022 GAUS Sell 105,799 18,315 Ordinary
10/31/2022 GAUS Sell 42,262 7,283 Ordinary
10/31/2022 GAUS Sell 125,977 21,808 Ordinary
10/31/2022 GAUS Sell 105,799 18,315 Ordinary
10/31/2022 GAUS Sell 105,799 18,315 Ordinary
10/31/2022 GAUS Sell 4,391,840 760,274 Ordinary
10/31/2022 GAUS Sell 4,391,840 760,274 Ordinary
10/31/2022 GAUS Sell 125,977 21,808 Ordinary
10/31/2022 GAUS Buy 77,652 13,427 Ordinary
10/31/2022 GAUS Buy 3,034,673 525,334 Ordinary
11/01/2022 GAUS Sell 1,709,224 300,740 Ordinary
11/01/2022 GAUS Sell 643,334 112,974 Ordinary
11/01/2022 GAUS Sell 64,457 11,343 Ordinary
11/01/2022 GAUS Sell 312,531 54,974 Ordinary
11/01/2022 GAUS Sell 85,447 15,043 Ordinary
11/01/2022 GAUS Sell 60,477 10,644 Ordinary
11/01/2022 GAUS Sell 650,757 112,974 Ordinary
11/01/2022 GAUS Sell 1,187,991 206,240 Ordinary
11/01/2022 GAUS Sell 1,187,991 206,240 Ordinary

12

11/01/2022 GAUS Sell 650,757 112,974 Ordinary
11/01/2022 GAUS Buy 4,595,793 797,848 Ordinary
11/02/2022 GSAMLP Buy 1,633 284 Ordinary
11/02/2022 GSI Sell 54,824 9,555 Ordinary
11/02/2022 GAUS Sell 1,068,551 185,928 Ordinary
11/02/2022 GAUS Sell 4,230 735 Ordinary
11/02/2022 GAUS Sell 365,833 63,819 Ordinary
11/02/2022 GAUS Sell 807,221 140,379 Ordinary
11/02/2022 GAUS Sell 3,620 630 Ordinary
11/02/2022 GAUS Sell 58,883 10,351 Ordinary
11/02/2022 GAUS Sell 13,310 2,309 Ordinary
11/02/2022 GAUS Sell 483,433 84,008 Ordinary
11/02/2022 GAUS Sell 58,883 10,351 Ordinary
11/02/2022 GAUS Buy 2,203,865 387,415 Ordinary
11/03/2022 GSI Sell 60,542 9,974 Ordinary
11/03/2022 GAUS Sell 4,851,129 787,568 Ordinary
11/03/2022 GAUS Sell 9,220,513 1,503,777 Ordinary
11/03/2022 GAUS Sell 1,350,277 218,000 Ordinary
11/03/2022 GAUS Sell 84,527 14,092 Ordinary
11/03/2022 GAUS Sell 226,314 37,802 Ordinary
11/03/2022 GAUS Sell 5,009,733 872,505 Ordinary
11/03/2022 GAUS Sell 57,458 10,007 Ordinary
11/03/2022 GAUS Sell 136,184 23,718 Ordinary
11/03/2022 GAUS Sell 2,795,390 457,524 Ordinary
11/03/2022 GAUS Sell 136,184 23,718 Ordinary
11/03/2022 GAUS Sell 136,184 23,718 Ordinary
11/03/2022 GAUS Sell 2,868,043 499,504 Ordinary
11/03/2022 GAUS Sell 5,009,733 872,505 Ordinary
11/03/2022 GAUS Sell 2,868,043 499,504 Ordinary
11/03/2022 GAUS Buy 59,865 9,932 Ordinary
11/03/2022 GAUS Buy 1,636,408 285,000 Ordinary
11/04/2022 GSAMLP Sell 1,410 239 Ordinary
11/04/2022 GSI Sell 59,591 10,102 Ordinary
11/04/2022 GAUS Sell 1,272,580 215,278 Ordinary
11/04/2022 GAUS Sell 366,094 61,099 Ordinary
11/04/2022 GAUS Sell 22,949 3,830 Ordinary
11/04/2022 GAUS Sell 37,137 6,198 Ordinary
11/04/2022 GAUS Sell 1,061,865 177,219 Ordinary
11/04/2022 GAUS Sell 306,817 51,900 Ordinary
11/04/2022 GAUS Sell 663 112 Ordinary
11/04/2022 GAUS Sell 366,094 61,099 Ordinary

13

11/04/2022 GAUS Sell 366,094 61,099 Ordinary
11/04/2022 GAUS Sell 10,109,586 1,687,230 Ordinary
11/04/2022 GAUS Sell 10,109,586 1,687,230 Ordinary
11/04/2022 GAUS Sell 1,061,865 177,219 Ordinary
11/04/2022 GAUS Buy 56,541 9,558 Ordinary
11/04/2022 GAUS Buy 4,044,445 674,994 Ordinary
11/07/2022 GSI Sell 39,266 6,548 Ordinary
11/07/2022 GAUS Sell 1,754,821 292,240 Ordinary
11/07/2022 GAUS Sell 6 1 Ordinary
11/07/2022 GAUS Sell 973 162 Ordinary
11/07/2022 GAUS Sell 121,060 20,156 Ordinary
11/07/2022 GAUS Sell 3,046 507 Ordinary
11/07/2022 GAUS Sell 1,556,310 263,139 Ordinary
11/07/2022 GAUS Sell 6 1 Ordinary
11/07/2022 GSI
Return of Borrowed
Securities N/A 140,000 Ordinary
11/07/2022 GSI
Return of Borrowed
Securities N/A 1,200,000 Ordinary
11/07/2022 GSCO
Return of Borrowed
Securities N/A 700,000 Ordinary
11/07/2022 GSAM BV Buy 55,839 9,307 Ordinary
11/07/2022 GAUS Sell 1,556,310 263,139 Ordinary
11/07/2022 GAUS Sell 6 1 Ordinary
11/07/2022 GAUS Buy 1,706,306 288,500 Ordinary
11/08/2022 GSI Sell 63,301 10,150 Ordinary
11/08/2022 GAUS Sell 1,949,333 312,767 Ordinary
11/08/2022 GAUS Sell 12 2 Ordinary
11/08/2022 GAUS Sell 235,339 37,658 Ordinary
11/08/2022 GAUS Sell 234,843 39,079 Ordinary
11/08/2022 GAUS Sell 132,526 22,053 Ordinary
11/08/2022 GAUS Sell 1,516,968 252,431 Ordinary
11/08/2022 GAUS Sell 17,043 2,836 Ordinary
11/08/2022 GAUS Sell 27,812 4,437 Ordinary
11/08/2022 GAUS Sell 226,303 37,658 Ordinary
11/08/2022 GAUS Sell 132,526 22,053 Ordinary
11/08/2022 GAUS Sell 132,526 22,053 Ordinary
11/08/2022 GAUS Sell 1,516,968 252,431 Ordinary
11/08/2022 GAUS Sell 226,303 37,658 Ordinary
11/08/2022 GAUS Buy 1,269 202 Ordinary
11/08/2022 GAUS Buy 3,748,183 623,716 Ordinary
11/09/2022 GSI Sell 51,806 8,238 Ordinary
11/09/2022 GSI Sell 171,205 27,262 Ordinary

14

11/09/2022 GAUS Sell 444,476 70,541 Ordinary
11/09/2022 GAUS Sell 5,484 871 Ordinary
11/09/2022 GAUS Sell 92,823 14,742 Ordinary
11/09/2022 GAUS Sell 67,686 10,756 Ordinary
11/09/2022 GAUS Sell 15,389 2,457 Ordinary
11/09/2022 GAUS Sell 659,050 105,226 Ordinary
11/09/2022 GAUS Sell 425,421 67,924 Ordinary
11/09/2022 GAUS Sell 659,050 105,226 Ordinary
11/09/2022 GAUS Sell 659,050 105,226 Ordinary
11/09/2022 GAUS Sell 1,115,125 176,945 Ordinary
11/09/2022 GAUS Sell 2,459,194 387,690 Ordinary
11/09/2022 GAUS Sell 425,421 67,924 Ordinary
11/09/2022 GAUS Buy 720 115 Ordinary
11/09/2022 GAUS Buy 393,103 62,764 Ordinary
11/09/2022 GAUS Buy 2,384,395 380,700 Ordinary
11/10/2022 GSI Sell 34,352 5,441 Ordinary
11/10/2022 GAUS Sell 57 9 Ordinary
11/10/2022 GAUS Sell 50,100 7,870 Ordinary
11/10/2022 GAUS Sell 16,661 2,617 Ordinary
11/10/2022 GAUS Sell 402,334 64,034 Ordinary
11/10/2022 GAUS Sell 177,020 27,895 Ordinary
11/10/2022 GAUS Sell 1,001,916 157,959 Ordinary
11/10/2022 GAUS Sell 402,334 64,034 Ordinary
11/10/2022 GAUS Sell 402,334 64,034 Ordinary
11/10/2022 GAUS Sell 49,448 7,870 Ordinary
11/10/2022 GAUS Sell 49,448 7,870 Ordinary
11/10/2022 GAUS Buy 240,739 37,658 Ordinary
11/10/2022 GAUS Buy 2,320,987 369,400 Ordinary
11/11/2022 GSI Sell 51,066 7,917 Ordinary
11/11/2022 GSI Sell 8,544 1,327 Ordinary
11/11/2022 GAUS Sell 20,022 3,116 Ordinary
11/11/2022 GAUS Sell 447,766 70,062 Ordinary
11/11/2022 GAUS Sell 6 1 Ordinary
11/11/2022 GAUS Sell 6 1 Ordinary
11/11/2022 GAUS Sell 6 1 Ordinary
11/11/2022 GAUS Sell 351,081 54,042 Ordinary
11/11/2022 GAUS Sell 547,374 85,038 Ordinary
11/11/2022 GAUS Sell 34,696,837 5,429,024 Ordinary
11/11/2022 GAUS Sell 161,737 25,307 Ordinary
11/11/2022 GAUS Buy 16,137 2,525 Ordinary
11/11/2022 GAUS Buy 1,124,814 176,000 Ordinary

15

11/14/2022 GSI Sell 6,425 1,001 Ordinary
11/14/2022 GSI Sell 19,251 2,999 Ordinary
11/14/2022 GAUS Sell 49,863 7,716 Ordinary
11/14/2022 GAUS Sell 65,920 10,205 Ordinary
11/14/2022 GAUS Sell 33,606 5,202 Ordinary
11/14/2022 GAUS Sell 108,052 16,709 Ordinary
11/14/2022 GAUS Sell 137,478 21,226 Ordinary
11/14/2022 GAUS Sell 1,078 168 Ordinary
11/14/2022 GAUS Sell 48,485 7,507 Ordinary
11/14/2022 GAUS Sell 5,529,502 861,674 Ordinary
11/14/2022 GAUS Sell 207 32 Ordinary
11/14/2022 GAUS Sell 1,078 168 Ordinary
11/14/2022 GAUS Sell 1,078 168 Ordinary
11/14/2022 GAUS Sell 107,224 16,709 Ordinary
11/14/2022 GAUS Sell 5,529,502 861,674 Ordinary
11/14/2022 GAUS Buy 656 101 Ordinary
11/14/2022 GAUS Buy 1,339,159 208,684 Ordinary
11/15/2022 GSI Sell 8,486 1,310 Ordinary
11/15/2022 GSI Sell 25,478 3,933 Ordinary
11/15/2022 GAUS Sell 42,471 6,566 Ordinary
11/15/2022 GAUS Sell 125,773 19,401 Ordinary
11/15/2022 GAUS Sell 178,173 27,534 Ordinary
11/15/2022 GAUS Sell 65,169 10,009 Ordinary
11/15/2022 GAUS Sell 39,632 6,110 Ordinary
11/15/2022 GAUS Sell 45 7 Ordinary
11/15/2022 GAUS Sell 323,515 49,876 Ordinary
11/15/2022 GAUS Sell 137 21 Ordinary
11/15/2022 GAUS Sell 323,515 49,876 Ordinary
11/15/2022 GAUS Sell 323,515 49,876 Ordinary
11/15/2022 GAUS Sell 42,590 6,566 Ordinary
11/15/2022 GAUS Sell 6 1 Ordinary
11/15/2022 GAUS Sell 42,590 6,566 Ordinary
11/15/2022 GAUS Buy 4,970 771 Ordinary
11/15/2022 GAUS Buy 1,507,620 232,428 Ordinary
11/16/2022 GSI Sell 68,160 10,311 Ordinary
11/16/2022 GSI Sell 22,710 3,436 Ordinary
11/16/2022 GAUS Sell 33 5 Ordinary
11/16/2022 GAUS Sell 7 1 Ordinary
11/16/2022 GAUS Sell 36,228 5,496 Ordinary
11/16/2022 GAUS Sell 7,486 1,137 Ordinary
11/16/2022 GAUS Sell 33,336 5,063 Ordinary

16

11/16/2022 GAUS Sell 279,128 43,406 Ordinary
11/16/2022 GAUS Sell 6 1 Ordinary
11/16/2022 GAUS Sell 279,128 43,406 Ordinary
11/16/2022 GAUS Sell 279,128 43,406 Ordinary
11/16/2022 GAUS Sell 6 1 Ordinary
11/16/2022 GAUS Buy 1,229 187 Ordinary
11/16/2022 GAUS Buy 1,692,545 263,200 Ordinary
11/17/2022 GSI Sell 78,431 11,829 Ordinary
11/17/2022 GSI Sell 26,142 3,943 Ordinary
11/17/2022 GAUS Sell 43,467 6,542 Ordinary
11/17/2022 GAUS Sell 81,636 12,279 Ordinary
11/17/2022 GAUS Sell 117,272 17,659 Ordinary
11/17/2022 GAUS Sell 172 26 Ordinary
11/17/2022 GAUS Sell 29,348 4,422 Ordinary
11/17/2022 GAUS Sell 614,128 93,585 Ordinary
11/17/2022 GAUS Sell 614,128 93,585 Ordinary
11/17/2022 GAUS Sell 614,128 93,585 Ordinary
11/17/2022 GAUS Sell 42,930 6,542 Ordinary
11/17/2022 GAUS Sell 73,228 11,159 Ordinary
11/17/2022 GAUS Sell 42,930 6,542 Ordinary
11/17/2022 GAUS Buy 1,075,553 163,900 Ordinary
11/18/2022 GSI Sell 25,873 3,986 Ordinary
11/18/2022 GSI Sell 108,588 16,727 Ordinary
11/18/2022 GAUS Sell 142 22 Ordinary
11/18/2022 GAUS Sell 158,366 24,459 Ordinary
11/18/2022 GAUS Sell 30,538 4,719 Ordinary
11/18/2022 GAUS Sell 1,355,288 203,225 Ordinary
11/18/2022 GAUS Sell 74,418 11,159 Ordinary
11/18/2022 GSI
Return of Borrowed
Securities N/A 25,993 Ordinary
11/18/2022 GAUS Sell 80,473,044 12,066,910 Ordinary
11/18/2022 GAUS Sell 57,533 8,627 Ordinary
11/18/2022 GAUS Buy 36,205,631 5,429,024 Ordinary
11/18/2022 GAUS Buy 80,473,044 12,066,910 Ordinary
11/21/2022 GSI Sell 31,798 4,867 Ordinary
11/21/2022 GAUS Sell 327 50 Ordinary
11/21/2022 GAUS Sell 23,717 3,629 Ordinary
11/21/2022 GAUS Sell 62,488 9,559 Ordinary
11/21/2022 GAUS Sell 28,705 4,458 Ordinary
11/21/2022 GAUS Buy 272,115 41,648 Ordinary
11/22/2022 GSI Sell 75,379 11,311 Ordinary
11/22/2022 GAUS Sell 20,623 3,100 Ordinary

17

11/22/2022 GAUS Sell 33 5 Ordinary
11/22/2022 GAUS Sell 28,766 4,329 Ordinary
11/22/2022 GAUS Sell 83,162 12,749 Ordinary
11/22/2022 GAUS Sell 83,162 12,749 Ordinary
11/22/2022 GAUS Sell 83,162 12,749 Ordinary
11/23/2022 GSI Sell 35,898 5,355 Ordinary
11/23/2022 GAUS Sell 1,468 219 Ordinary
11/23/2022 GAUS Sell 17,515 2,612 Ordinary
11/23/2022 GAUS Sell 404,084 60,645 Ordinary
11/23/2022 GAUS Sell 404,084 60,645 Ordinary
11/23/2022 GAUS Sell 115,357 17,243 Ordinary
11/23/2022 GAUS Sell 66,593 9,938 Ordinary
11/23/2022 GAUS Sell 25,443 3,797 Ordinary
11/23/2022 GAUS Sell 15,835 2,367 Ordinary
11/23/2022 GAUS Sell 10,697 1,599 Ordinary
11/23/2022 GAUS Sell 9,147 1,365 Ordinary
11/23/2022 GAUS Sell 6,171 921 Ordinary
11/23/2022 GAUS Sell 3,505 523 Ordinary
11/23/2022 GAUS Sell 2,439 364 Ordinary
11/23/2022 GAUS Buy 6,704 1,001 Ordinary
11/23/2022 GAUS Buy 29,925 4,473 Ordinary
11/23/2022 GAUS Buy 31,387 4,684 Ordinary
11/23/2022 GAUS Buy 81,911 12,224 Ordinary
11/23/2022 GAUS Buy 111,965 16,736 Ordinary
11/24/2022 GSI Sell 18,706 2,801 Ordinary
11/24/2022 GAUS Sell 179 27 Ordinary
11/24/2022 GAUS Sell 426,200 63,600 Ordinary
11/24/2022 GAUS Sell 406,397 60,645 Ordinary
11/25/2022 GSI Sell 49,600 7,389 Ordinary
11/25/2022 GAUS Sell 88 13 Ordinary
11/25/2022 GAUS Sell 58,278 8,637 Ordinary
11/25/2022 GAUS Sell 1,120 166 Ordinary
11/25/2022 GAUS Sell 3,198 484 Ordinary
11/28/2022 GSI Sell 46,950 7,107 Ordinary
11/28/2022 GAUS Sell 92,866 14,071 Ordinary
11/28/2022 GAUS Sell 7 1 Ordinary
11/28/2022 GAUS Sell 250,772 37,886 Ordinary
11/28/2022 GAUS Sell 382,360 56,795 Ordinary
11/28/2022 GAUS Sell 289 43 Ordinary
11/28/2022 GAUS Sell 94,447 14,029 Ordinary
11/28/2022 GAUS Sell 382,360 56,795 Ordinary

18

11/28/2022 GAUS Sell 382,360 56,795 Ordinary
11/28/2022 GAUS Sell 289 43 Ordinary
11/28/2022 GSI Sell 259 38 Ordinary
11/29/2022 GSI Sell 39,722 6,045 Ordinary
11/29/2022 GAUS Sell 71,029 10,770 Ordinary
11/29/2022 GAUS Sell 180,910 27,425 Ordinary
11/29/2022 GAUS Sell 41,225 6,245 Ordinary
11/29/2022 GAUS Sell 235,235 35,690 Ordinary
11/29/2022 GAUS Sell 247 37 Ordinary
11/29/2022 GAUS Sell 3,643 552 Ordinary
11/29/2022 GAUS Sell 46,312 7,034 Ordinary
11/29/2022 GAUS Sell 24,598 3,736 Ordinary
11/30/2022 GSI Sell 122,412 18,347 Ordinary
11/30/2022 GSI Sell 289,275 43,500 Ordinary
11/30/2022 GAUS Sell 98,465 14,733 Ordinary
11/30/2022 GAUS Sell 4,517 677 Ordinary
11/30/2022 GAUS Sell 3,836 581 Ordinary
11/30/2022 GAUS Sell 9,998 1,494 Ordinary
11/30/2022 GAUS Sell 22,267 3,337 Ordinary
11/30/2022 GAUS Sell 4,690 711 Ordinary
11/30/2022 GAUS Sell 97,177 14,733 Ordinary
11/30/2022 GAUS Sell 3,832 581 Ordinary
11/30/2022 GSAM BV Sell 85,054 12,790 Ordinary
11/30/2022 GAUS Sell 3,832 581 Ordinary
12/01/2022 GSI Sell 31,874 4,703 Ordinary
12/01/2022 GAUS Sell 19,443 2,889 Ordinary
12/01/2022 GAUS Sell 114 17 Ordinary
12/01/2022 GAUS Sell 25,305 3,770 Ordinary
12/01/2022 GAUS Sell 106,355 16,038 Ordinary
12/01/2022 GAUS Sell 25,000 3,770 Ordinary
12/01/2022 GAUS Sell 19,158 2,889 Ordinary
12/01/2022 GAUS Sell 106,355 16,038 Ordinary
12/01/2022 GAUS Sell 106,355 16,038 Ordinary
12/01/2022 GAUS Sell 127,446 18,948 Ordinary
12/01/2022 GAUS Sell 25,000 3,770 Ordinary
12/02/2022 GSI Sell 44,124 6,581 Ordinary
12/02/2022 GAUS Sell 92,961 13,857 Ordinary
12/02/2022 GAUS Sell 160 24 Ordinary
12/02/2022 GAUS Sell 260,024 38,890 Ordinary
12/02/2022 GAUS Sell 526 79 Ordinary
12/02/2022 GAUS Sell 26,932 4,042 Ordinary

19

12/02/2022 GAUS Sell 29,251 4,390 Ordinary
12/02/2022 GAUS Sell 126,865 19,040 Ordinary
12/02/2022 GAUS Sell 526 79 Ordinary
12/02/2022 GAUS Sell 36,147 5,425 Ordinary
12/02/2022 GAUS Buy 157,065 23,349 Ordinary
12/02/2022 GSCO Sell 7 1 Ordinary
12/05/2022 GSI Sell 41,513 6,208 Ordinary
12/05/2022 GAUS Sell 396,868 59,517 Ordinary
12/05/2022 GAUS Sell 53 8 Ordinary
12/05/2022 GAUS Sell 134,141 20,100 Ordinary
12/05/2022 GAUS Sell 54 8 Ordinary
12/05/2022 GAUS Sell 214,348 31,923 Ordinary
12/05/2022 GAUS Sell 332,242 49,481 Ordinary
12/05/2022 GAUS Sell 42,899 6,389 Ordinary
12/05/2022 GAUS Sell 24,481 3,646 Ordinary
12/05/2022 GAUS Sell 214,348 31,923 Ordinary
12/05/2022 GAUS Sell 214,348 31,923 Ordinary
12/05/2022 GAUS Sell 7 1 Ordinary
12/05/2022 GAUS Sell 42,899 6,389 Ordinary
12/06/2022 GSI Sell 86,990 12,913 Ordinary
12/06/2022 GAUS Sell 649,267 96,021 Ordinary
12/06/2022 GAUS Sell 121 18 Ordinary
12/06/2022 GAUS Sell 35,614 5,300 Ordinary
12/06/2022 GAUS Sell 27 4 Ordinary
12/06/2022 GAUS Sell 47,866 7,074 Ordinary
12/06/2022 GAUS Sell 1,072 161 Ordinary
12/06/2022 GAUS Sell 32,317 4,853 Ordinary
12/06/2022 GAUS Sell 607,110 91,168 Ordinary
12/06/2022 GAUS Sell 1,072 161 Ordinary
12/06/2022 GAUS Sell 1,072 161 Ordinary
12/06/2022 GSCO
Return of Borrowed
Securities N/A 79,000 Ordinary
12/07/2022 GSI Sell 53,176 7,819 Ordinary
12/07/2022 GAUS Sell 277,875 41,029 Ordinary
12/07/2022 GAUS Sell 3,276 482 Ordinary
12/07/2022 GAUS Sell 56,946 8,406 Ordinary
12/07/2022 GAUS Sell 175,751 25,980 Ordinary
12/07/2022 GAUS Sell 178,775 26,427 Ordinary
12/07/2022 GAUS Sell 90,967 13,447 Ordinary
12/07/2022 GAUS Sell 7,813 1,155 Ordinary
12/07/2022 GAUS Sell 175,751 25,980 Ordinary
12/07/2022 GAUS Sell 175,751 25,980 Ordinary

20

12/07/2022 GSI Borrow of Securities N/A 489,757 Ordinary
12/07/2022 GAUS Sell 178,775 26,427 Ordinary
12/07/2022 GAUS Buy 4,898 723 Ordinary
12/08/2022 GSI Sell 60,754 8,948 Ordinary
12/08/2022 GAUS Sell 236,565 34,675 Ordinary
12/08/2022 GAUS Sell 84,095 12,313 Ordinary
12/08/2022 GAUS Sell 161,243 23,629 Ordinary
12/08/2022 GAUS Sell 36,182 5,300 Ordinary
12/08/2022 GAUS Sell 113,227 16,581 Ordinary
12/08/2022 GAUS Sell 23,042 3,385 Ordinary
12/08/2022 GAUS Sell 348 51 Ordinary
12/08/2022 GAUS Sell 177 26 Ordinary
12/08/2022 GAUS Sell 36,397 5,333 Ordinary
12/08/2022 GAUS Sell 7,835 1,148 Ordinary
12/08/2022 GAUS Sell 79,205 11,729 Ordinary
12/08/2022 GAUS Sell 42,645 6,315 Ordinary
12/08/2022 GAUS Sell 79,205 11,729 Ordinary
12/08/2022 GAUS Sell 79,205 11,729 Ordinary
12/08/2022 GAUS Sell 40,504 5,998 Ordinary
12/08/2022 GAUS Sell 159,565 23,629 Ordinary
12/08/2022 GSAM BV Buy 196,632 28,899 Ordinary
12/08/2022 GAUS Buy 141,413 20,713 Ordinary
12/09/2022 GSI Sell 100,186 14,512 Ordinary
12/09/2022 GAUS Sell 7,527,370 1,105,000 Ordinary
12/09/2022 GAUS Sell 241,640 35,253 Ordinary
12/09/2022 GAUS Sell 1,587 232 Ordinary
12/09/2022 GAUS Sell 36,538 5,300 Ordinary
12/09/2022 GAUS Sell 6,086 892 Ordinary
12/09/2022 GAUS Sell 5,875 853 Ordinary
12/09/2022 GAUS Sell 25,338 3,679 Ordinary
12/09/2022 GAUS Sell 112,767 16,554 Ordinary
12/09/2022 GAUS Sell 360,299 52,891 Ordinary
12/09/2022 GAUS Sell 212,776 31,235 Ordinary
12/09/2022 GAUS Sell 360,299 52,891 Ordinary
12/09/2022 GAUS Sell 360,299 52,891 Ordinary
12/09/2022 GAUS Sell 27,371 4,018 Ordinary
12/09/2022 GSAM BV Buy 91,221 13,350 Ordinary
12/12/2022 GSAMLP Sell 3,370 480 Ordinary
12/12/2022 GSI Sell 6,342 906 Ordinary
12/12/2022 GSI Sell 71,506 10,219 Ordinary
12/12/2022 GAUS Sell 54,125 7,757 Ordinary

21

12/12/2022 GAUS Sell 385 55 Ordinary
12/12/2022 GAUS Sell 26,531 3,800 Ordinary
12/12/2022 GAUS Sell 1,926 276 Ordinary
12/12/2022 GAUS Sell 630,934 90,322 Ordinary
12/12/2022 GAUS Sell 54,186 7,757 Ordinary
12/12/2022 GAUS Sell 630,934 90,322 Ordinary
12/12/2022 GAUS Sell 630,934 90,322 Ordinary
12/12/2022 GAUS Sell 54,186 7,757 Ordinary
12/13/2022 GSAMLP Sell 1,776 248 Ordinary
12/13/2022 GSI Sell 104,669 14,685 Ordinary
12/13/2022 GAUS Sell 127,596 17,939 Ordinary
12/13/2022 GAUS Sell 37,863 5,344 Ordinary
12/13/2022 GAUS Sell 7,411 1,046 Ordinary
12/13/2022 GAUS Sell 7 1 Ordinary
12/13/2022 GAUS Sell 626,530 89,298 Ordinary
12/13/2022 GAUS Sell 63,160 9,002 Ordinary
12/13/2022 GAUS Sell 626,530 89,298 Ordinary
12/13/2022 GAUS Sell 626,530 89,298 Ordinary
12/13/2022 GAUS Sell 62,704 8,937 Ordinary
12/14/2022 GSI Sell 78,887 10,817 Ordinary
12/14/2022 GAUS Sell 2,762 377 Ordinary
12/14/2022 GAUS Sell 19,169 2,598 Ordinary
12/14/2022 GAUS Sell 470,692 63,770 Ordinary
12/14/2022 GAUS Sell 27,020 3,700 Ordinary
12/14/2022 GAUS Sell 26,462 3,621 Ordinary
12/14/2022 GAUS Sell 12,577 1,721 Ordinary
12/14/2022 GAUS Sell 6,212 850 Ordinary
12/14/2022 GAUS Sell 82,578 11,186 Ordinary
12/14/2022 GAUS Sell 3,896 550 Ordinary
12/14/2022 GAUS Sell 35,209 4,971 Ordinary
12/14/2022 GAUS Sell 451,674 63,770 Ordinary
12/14/2022 GAUS Sell 18,401 2,598 Ordinary
12/14/2022 GAUS Sell 35,209 4,971 Ordinary
12/14/2022 GAUS Sell 35,209 4,971 Ordinary
12/14/2022 GSI
Return of Borrowed
Securities N/A 351,000 Ordinary
12/14/2022 GAUS Sell 451,674 63,770 Ordinary
12/15/2022 GSI Sell 126,034 17,093 Ordinary
12/15/2022 GAUS Sell 993,610 136,196 Ordinary
12/15/2022 GAUS Sell 89,667 12,284 Ordinary
12/15/2022 GAUS Sell 28,564 3,900 Ordinary
12/15/2022 GAUS Sell 2,023 276 Ordinary

22

12/15/2022 GAUS Sell 116,777 15,955 Ordinary
12/15/2022 GAUS Sell 223,769 30,573 Ordinary
12/15/2022 GAUS Sell 996,841 136,196 Ordinary
12/15/2022 GAUS Sell 367 50 Ordinary
12/15/2022 GAUS Sell 223,769 30,573 Ordinary
12/15/2022 GAUS Sell 223,769 30,573 Ordinary
12/15/2022 GSI
Return of Borrowed
Securities N/A 15,900 Ordinary
12/16/2022 GSAMLP Sell 1,685 240 Ordinary
12/16/2022 GSI Sell 131,037 18,413 Ordinary
12/16/2022 GSI Sell 1,788,682 254,798 Ordinary
12/16/2022 GSI Sell 85,258 12,145 Ordinary
12/16/2022 GAUS Sell 1,558,948 220,704 Ordinary
12/16/2022 GAUS Sell 86,129 12,190 Ordinary
12/16/2022 GAUS Sell 88,694 12,553 Ordinary
12/16/2022 GAUS Sell 43 6 Ordinary
12/16/2022 GAUS Sell 29,723 4,200 Ordinary
12/16/2022 GAUS Sell 110,803 15,363 Ordinary
12/16/2022 GAUS Sell 8,922 1,237 Ordinary
12/16/2022 GAUS Sell 170,536 23,645 Ordinary
12/16/2022 GAUS Sell 1,420,969 197,019 Ordinary
12/16/2022 GAUS Sell 90,537 12,553 Ordinary
12/16/2022 GAUS Sell 8,922 1,237 Ordinary
12/16/2022 GAUS Sell 8,922 1,237 Ordinary
12/16/2022 GAUS Sell 1,572 218 Ordinary
12/16/2022 GAUS Sell 170,536 23,645 Ordinary
12/16/2022 GAUS Sell 90,537 12,553 Ordinary
12/19/2022 GSI Sell 74,010 10,484 Ordinary
12/19/2022 GAUS Sell 6,319 887 Ordinary
12/19/2022 GAUS Sell 10,653 1,506 Ordinary
12/19/2022 GAUS Sell 475,612 67,244 Ordinary
12/19/2022 GAUS Sell 45,166 6,378 Ordinary
12/19/2022 GAUS Sell 35,683 5,011 Ordinary
12/19/2022 GAUS Sell 6,108 861 Ordinary
12/19/2022 GSI
Return of Borrowed
Securities N/A 289,000 Ordinary
12/19/2022 GSI
Return of Borrowed
Securities N/A 34,596 Ordinary
12/19/2022 GSI
Return of Borrowed
Securities N/A 15,100 Ordinary
12/19/2022 GSI Borrow of Securities N/A 1,595,802 Ordinary
12/20/2022 GSI Sell 74,995 10,748 Ordinary

23

12/20/2022 GAUS Sell 305,003 44,016 Ordinary
12/20/2022 GAUS Sell 42,159 6,095 Ordinary
12/20/2022 GAUS Sell 74,217 10,643 Ordinary
12/20/2022 GAUS Sell 10,570 1,516 Ordinary
12/20/2022 GAUS Sell 1,102 158 Ordinary
12/20/2022 GAUS Sell 4,444 646 Ordinary
12/20/2022 GAUS Sell 361,598 51,972 Ordinary
12/20/2022 GAUS Sell 108,341 15,352 Ordinary
12/21/2022 GSAMLP Sell 135 19 Ordinary
12/21/2022 GSI Sell 42,532 6,019 Ordinary
12/21/2022 GAUS Sell 47,466 6,707 Ordinary
12/21/2022 GAUS Sell 43,473 6,095 Ordinary
12/21/2022 GAUS Sell 895,733 125,211 Ordinary
12/21/2022 GAUS Sell 23,741 3,331 Ordinary
12/21/2022 GAUS Sell 12,801 1,804 Ordinary
12/21/2022 GAUS Sell 582,286 81,610 Ordinary
12/21/2022 GAUS Sell 46,396 6,664 Ordinary
12/21/2022 GAUS Sell 839,066 120,518 Ordinary
12/21/2022 GAUS Sell 839,066 120,518 Ordinary
12/21/2022 GSI Sell 839,066 120,518 Ordinary
12/21/2022 GSI Buy 895,733 125,211 Ordinary
12/22/2022 GSI Sell 50,476 7,031 Ordinary
12/22/2022 GAUS Sell 217,181 30,188 Ordinary
12/22/2022 GAUS Sell 137,374 19,158 Ordinary
12/22/2022 GAUS Sell 71,502 9,933 Ordinary
12/22/2022 GAUS Sell 29,696 4,143 Ordinary
12/22/2022 GAUS Sell 192,494 26,856 Ordinary
12/22/2022 GAUS Sell 293 41 Ordinary
12/22/2022 GAUS Sell 7 1 Ordinary
12/22/2022 GAUS Sell 215 30 Ordinary
12/22/2022 GAUS Sell 14 2 Ordinary
12/22/2022 GAUS Sell 57 8 Ordinary
12/22/2022 GAUS Sell 29,696 4,143 Ordinary
12/22/2022 GAUS Sell 29,696 4,143 Ordinary
12/22/2022 GSCO
Return of Borrowed
Securities N/A 61,000 Ordinary
12/23/2022 GSI Sell 7,384 1,033 Ordinary
12/23/2022 GAUS Sell 27,976 3,889 Ordinary
12/23/2022 GAUS Sell 37,306 5,207 Ordinary
12/23/2022 GAUS Sell 633 88 Ordinary
12/23/2022 GAUS Sell 21,329 2,962 Ordinary
12/23/2022 GAUS Sell 381,186 52,986 Ordinary

24

12/23/2022 GAUS Sell 28,005 3,888 Ordinary
12/28/2022 GSAMLP Sell 1,453 197 Ordinary
12/28/2022 GSAMLP Sell 1,439 195 Ordinary
12/28/2022 GSAMLP Sell 1,453 197 Ordinary
12/28/2022 GSAMLP Sell 1,461 198 Ordinary
12/28/2022 GSAMLP Sell 1,527 207 Ordinary
12/28/2022 GSAMLP Sell 1,379 187 Ordinary
12/28/2022 GSAMLP Sell 1,512 205 Ordinary
12/28/2022 GSAMLP Sell 1,483 201 Ordinary
12/28/2022 GSAMLP Sell 1,409 191 Ordinary
12/28/2022 GSAMLP Sell 1,682 228 Ordinary
12/28/2022 GSAMLP Sell 2,058 279 Ordinary
12/28/2022 GSAMLP Sell 2,073 281 Ordinary
12/28/2022 GSAMLP Sell 1,793 243 Ordinary
12/28/2022 GSAMLP Sell 1,099 149 Ordinary
12/28/2022 GSAMLP Sell 1,188 161 Ordinary
12/28/2022 GSAMLP Sell 1,239 168 Ordinary
12/28/2022 GSI Sell 103,048 14,009 Ordinary
12/28/2022 GSI Sell 170,393 23,022 Ordinary
12/28/2022 GAUS Sell 12,188 1,665 Ordinary
12/28/2022 GAUS Sell 57,560 7,870 Ordinary
12/28/2022 GAUS Sell 72,860 10,049 Ordinary
12/28/2022 GAUS Sell 567 77 Ordinary
12/28/2022 GAUS Sell 184,802 25,156 Ordinary
12/28/2022 GAUS Sell 37,961 5,267 Ordinary
12/28/2022 GAUS Sell 12,000 1,665 Ordinary
12/28/2022 GAUS Sell 37,961 5,267 Ordinary
12/28/2022 GAUS Sell 37,961 5,267 Ordinary
12/29/2022 GSI Sell 41,325 5,571 Ordinary
12/29/2022 GAUS Sell 88,996 11,991 Ordinary
12/29/2022 GAUS Sell 302,783 40,800 Ordinary
12/29/2022 GAUS Sell 85,666 11,642 Ordinary
12/29/2022 GAUS Sell 223,673 30,397 Ordinary
12/29/2022 GAUS Sell 201 27 Ordinary
12/29/2022 GAUS Sell 223,673 30,397 Ordinary
12/29/2022 GAUS Sell 223,673 30,397 Ordinary
12/29/2022 GAUS Sell 73,945 10,049 Ordinary
12/29/2022 GSCO
Return of Borrowed
Securities N/A 705,000 Ordinary
12/30/2022 GSI Sell 61,955 8,384 Ordinary
12/30/2022 GAUS Sell 128,815 17,375 Ordinary
12/30/2022 GAUS Sell 142 19 Ordinary

25

12/30/2022 GAUS Sell 144,593 19,400 Ordinary
12/30/2022 GAUS Sell 82,517 11,168 Ordinary
12/30/2022 GAUS Sell 5,346 715 Ordinary
12/30/2022 GAUS Sell 63,797 8,533 Ordinary
12/30/2022 GAUS Sell 66,107 8,842 Ordinary
12/30/2022 GAUS Sell 17,120 2,302 Ordinary
12/30/2022 GSI Borrow of Securities N/A 181,000 Ordinary
01/03/2023 GSAMLP Buy 14,111 1,912 Ordinary
01/03/2023 GAUS Sell 42,964 5,850 Ordinary
01/03/2023 GAUS Sell 163,259 22,300 Ordinary
01/03/2023 GAUS Sell 51,610 7,043 Ordinary
01/03/2023 GAUS Sell 57,413 7,835 Ordinary
01/03/2023 GAUS Sell 37,386 5,103 Ordinary
01/03/2023 GAUS Sell 7 1 Ordinary
01/03/2023 GAUS Sell 43,361 5,850 Ordinary
01/03/2023 GAUS Buy 672 92 Ordinary
01/04/2023 GSI Sell 15,685 2,081 Ordinary
01/04/2023 GSI Sell 107,620 14,266 Ordinary
01/04/2023 GAUS Sell 35,089 4,616 Ordinary
01/04/2023 GAUS Sell 3,030 397 Ordinary
01/04/2023 GAUS Sell 479,053 62,585 Ordinary
01/04/2023 GAUS Sell 50,520 6,646 Ordinary
01/04/2023 GAUS Sell 84,915 11,180 Ordinary
01/04/2023 GAUS Sell 86,681 11,381 Ordinary
01/04/2023 GAUS Sell 264,083 34,664 Ordinary
01/04/2023 GAUS Sell 7,350 961 Ordinary
01/04/2023 GAUS Sell 82,178 11,180 Ordinary
01/04/2023 GAUS Sell 33,930 4,616 Ordinary
01/04/2023 GSI
Return of Borrowed
Securities N/A 7,088 Ordinary
01/04/2023 GAUS Sell 82,178 11,180 Ordinary
01/04/2023 GAUS Buy 1,545 202 Ordinary
01/04/2023 GAUS Buy 11,007 1,446 Ordinary
01/04/2023 GSI Buy 479,053 62,585 Ordinary
01/05/2023 GSAMLP Buy 1,158 154 Ordinary
01/05/2023 GSI Sell 69,654 9,167 Ordinary
01/05/2023 GAUS Sell 942,534 125,169 Ordinary
01/05/2023 GAUS Sell 471,271 62,585 Ordinary
01/05/2023 GAUS Sell 2,283 302 Ordinary
01/05/2023 GAUS Sell 36,436 4,800 Ordinary
01/05/2023 GAUS Sell 52,438 6,865 Ordinary
01/05/2023 GAUS Sell 137,813 18,042 Ordinary

26

01/05/2023 GAUS Sell 137,813 18,042 Ordinary
01/05/2023 GAUS Sell 137,813 18,042 Ordinary
01/05/2023 GAUS Buy 2,191 289 Ordinary
01/05/2023 GSI Buy 471,271 62,585 Ordinary
01/05/2023 GSI Buy 942,534 125,169 Ordinary
01/06/2023 GSAMLP Sell 45 6 Ordinary
01/06/2023 GSAMLP Sell 22 3 Ordinary
01/06/2023 GSAMLP Sell 22 3 Ordinary
01/06/2023 GSI Sell 44,446 5,965 Ordinary
01/06/2023 GSI Sell 737,601 99,048 Ordinary
01/06/2023 GAUS Sell 567,702 76,376 Ordinary
01/06/2023 GAUS Sell 152,846 20,472 Ordinary
01/06/2023 GAUS Sell 17,101 2,299 Ordinary
01/06/2023 GAUS Sell 53,447 7,214 Ordinary
01/06/2023 GAUS Sell 1,103 149 Ordinary
01/06/2023 GAUS Sell 7,451 990 Ordinary
01/06/2023 GAUS Sell 153,790 20,434 Ordinary
01/06/2023 GAUS Sell 7,451 990 Ordinary
01/06/2023 GAUS Sell 7,451 990 Ordinary
01/09/2023 GSI Sell 23,757 3,178 Ordinary
01/09/2023 GSI Sell 54,517 7,279 Ordinary
01/09/2023 GAUS Sell 188,681 25,200 Ordinary
01/09/2023 GAUS Sell 653,392 87,183 Ordinary
01/09/2023 GAUS Sell 142,763 19,249 Ordinary
01/09/2023 GAUS Sell 144,270 19,249 Ordinary
01/09/2023 GAUS Sell 245,549 32,888 Ordinary
01/09/2023 GSI
Return of Borrowed
Securities N/A 1,800,000 Ordinary
01/09/2023 GSI
Return of Borrowed
Securities N/A 2,000,000 Ordinary
01/09/2023 GSI
Return of Borrowed
Securities N/A 2,000,000 Ordinary
01/10/2023 GSAMLP Buy 635 85 Ordinary
01/10/2023 GSI Sell 20,725 2,774 Ordinary
01/10/2023 GAUS Sell 923,207 122,618 Ordinary
01/10/2023 GAUS Sell 201 27 Ordinary
01/10/2023 GAUS Sell 59,177 7,900 Ordinary
01/10/2023 GAUS Sell 19,730 2,636 Ordinary
01/10/2023 GAUS Sell 42,246 5,671 Ordinary
01/10/2023 GAUS Sell 158,913 21,236 Ordinary
01/10/2023 GAUS Sell 173,190 23,118 Ordinary

27

01/10/2023 GSI
Return of Borrowed
Securities N/A 25,280 Ordinary
01/10/2023 GSI
Return of Borrowed
Securities N/A 15,222 Ordinary
01/10/2023 GAUS Buy 467 62 Ordinary
01/11/2023 GSI Sell 55,406 7,313 Ordinary
01/11/2023 GSI Sell 110,113 14,567 Ordinary
01/11/2023 GAUS Sell 125,915 16,546 Ordinary
01/11/2023 GAUS Sell 183,154 24,208 Ordinary
01/11/2023 GAUS Sell 8 1 Ordinary
01/11/2023 GAUS Sell 122,138 16,100 Ordinary
01/11/2023 GAUS Sell 19,286 2,544 Ordinary
01/11/2023 GAUS Sell 8,890 1,172 Ordinary
01/11/2023 GAUS Sell 50,404 6,646 Ordinary
01/11/2023 GAUS Sell 141,989 18,807 Ordinary
01/11/2023 GAUS Sell 538,181 71,284 Ordinary
01/11/2023 GAUS Sell 124,919 16,546 Ordinary
01/11/2023 GAUS Sell 213,026 28,216 Ordinary
01/12/2023 GSI Sell 47,445 6,294 Ordinary
01/12/2023 GSI Sell 36,789 4,915 Ordinary
01/12/2023 GAUS Sell 432,511 57,061 Ordinary
01/12/2023 GAUS Sell 124,361 16,362 Ordinary
01/12/2023 GAUS Sell 1,996 263 Ordinary
01/12/2023 GAUS Sell 145,398 19,200 Ordinary
01/12/2023 GAUS Sell 1,385 183 Ordinary
01/12/2023 GAUS Sell 2,300 305 Ordinary
01/12/2023 GAUS Sell 184,364 24,358 Ordinary
01/12/2023 GAUS Sell 346,388 45,798 Ordinary
01/12/2023 GAUS Sell 76,178 10,072 Ordinary
01/13/2023 GSI Sell 79,984 10,492 Ordinary
01/13/2023 GAUS Sell 173,081 22,725 Ordinary
01/13/2023 GAUS Sell 3,505 460 Ordinary
01/13/2023 GAUS Sell 203,269 26,600 Ordinary
01/13/2023 GAUS Sell 900 117 Ordinary
01/13/2023 GAUS Sell 50,556 6,609 Ordinary
01/13/2023 GAUS Sell 62,985 8,231 Ordinary
01/13/2023 GAUS Sell 12,230 1,616 Ordinary
01/13/2023 GAUS Sell 885 117 Ordinary
01/13/2023 GAUS Sell 138,024 18,238 Ordinary
01/13/2023 GAUS Sell 12,230 1,616 Ordinary
01/13/2023 GAUS Sell 12,230 1,616 Ordinary
01/13/2023 GAUS Sell 885 117 Ordinary

28

01/16/2023 GSI Sell 41,740 5,426 Ordinary
01/16/2023 GAUS Sell 93,565 12,218 Ordinary
01/16/2023 GAUS Sell 200 26 Ordinary
01/16/2023 GAUS Sell 27,543 3,612 Ordinary
01/16/2023 GSI
Return of Borrowed
Securities N/A 15,222 Ordinary
01/17/2023 GSI Sell 98,907 12,839 Ordinary
01/17/2023 GAUS Sell 53,675 7,020 Ordinary
01/17/2023 GAUS Sell 139,510 18,133 Ordinary
01/17/2023 GAUS Sell 168 22 Ordinary
01/17/2023 GAUS Sell 6,162 814 Ordinary
01/17/2023 GAUS Sell 15 2 Ordinary
01/17/2023 GAUS Sell 92,235 11,919 Ordinary
01/17/2023 GAUS Sell 325,862 42,670 Ordinary
01/17/2023 GAUS Sell 50,372 6,502 Ordinary
01/17/2023 GAUS Sell 6,139 814 Ordinary
01/17/2023 GAUS Sell 6,139 814 Ordinary
01/18/2023 GSI Sell 29,357 3,889 Ordinary
01/18/2023 GAUS Sell 685,928 91,287 Ordinary
01/18/2023 GAUS Sell 276,209 36,736 Ordinary
01/18/2023 GAUS Sell 8,233 1,099 Ordinary
01/18/2023 GAUS Sell 1,225 163 Ordinary
01/18/2023 GAUS Sell 69,147 9,179 Ordinary
01/18/2023 GAUS Sell 613,542 81,445 Ordinary
01/18/2023 GAUS Sell 45,892 6,092 Ordinary
01/18/2023 GAUS Sell 45,892 6,092 Ordinary
01/18/2023 GAUS Buy 683 91 Ordinary
01/19/2023 GSI Sell 56,471 7,622 Ordinary
01/19/2023 GAUS Sell 1,410,952 189,975 Ordinary
01/19/2023 GAUS Sell 119,634 16,034 Ordinary
01/19/2023 GAUS Sell 4,651 618 Ordinary
01/19/2023 GAUS Sell 78,879 10,481 Ordinary
01/19/2023 GAUS Sell 677,272 89,992 Ordinary
01/19/2023 GAUS Sell 593,787 78,899 Ordinary
01/19/2023 GAUS Sell 78,879 10,481 Ordinary
01/19/2023 GAUS Sell 78,879 10,481 Ordinary
01/19/2023 GAUS Sell 120,670 16,034 Ordinary
01/19/2023 GSCO Borrow of Securities N/A 0 Ordinary
01/19/2023 GSCO Borrow of Securities N/A 57,588 Ordinary
01/19/2023 GSCO Borrow of Securities N/A 0 Ordinary
01/19/2023 GSCO Borrow of Securities N/A 2,942,412 Ordinary
01/19/2023 GAUS Sell 593,787 78,899 Ordinary

29

01/19/2023 GAUS Buy 710 96 Ordinary
01/20/2023 GSI Sell 51,316 6,960 Ordinary
01/20/2023 GSI Sell 125,330 17,020 Ordinary
01/20/2023 GAUS Sell 78,450 10,623 Ordinary
01/20/2023 GAUS Sell 431,459 58,657 Ordinary
01/20/2023 GAUS Sell 24,667 3,363 Ordinary
01/20/2023 GAUS Sell 460,856 62,561 Ordinary
01/20/2023 GAUS Sell 47,742 6,481 Ordinary
01/20/2023 GAUS Sell 1,260 171 Ordinary
01/20/2023 GAUS Sell 1,399 190 Ordinary
01/20/2023 GAUS Sell 24,774 3,363 Ordinary
01/20/2023 GAUS Sell 431,707 58,604 Ordinary
01/20/2023 GAUS Sell 1,260 171 Ordinary
01/20/2023 GAUS Sell 1,260 171 Ordinary
01/23/2023 GSI Sell 13,020 1,767 Ordinary
01/23/2023 GAUS Sell 263,167 35,551 Ordinary
01/23/2023 GAUS Sell 231,824 31,298 Ordinary
01/23/2023 GAUS Sell 64,015 8,627 Ordinary
01/23/2023 GAUS Sell 48,232 6,500 Ordinary
01/23/2023 GAUS Sell 39,075 5,266 Ordinary
01/23/2023 GAUS Sell 21,964 2,960 Ordinary
01/23/2023 GAUS Sell 241,833 32,591 Ordinary
01/23/2023 GAUS Sell 241,833 32,591 Ordinary
01/23/2023 GAUS Buy 600 81 Ordinary
01/24/2023 GSI Sell 23,867 3,252 Ordinary
01/24/2023 GSI Sell 25,243 3,443 Ordinary
01/24/2023 GAUS Sell 251,192 34,209 Ordinary
01/24/2023 GAUS Sell 242,124 32,994 Ordinary
01/24/2023 GAUS Sell 688,243 93,874 Ordinary
01/24/2023 GAUS Sell 1,395 190 Ordinary
01/24/2023 GAUS Sell 20,000 2,700 Ordinary
01/24/2023 GAUS Sell 8,304 1,121 Ordinary
01/24/2023 GAUS Sell 235,473 31,789 Ordinary
01/24/2023 GAUS Sell 8,926 1,205 Ordinary
01/24/2023 GSI Sell 3,681 500 Ordinary
01/24/2023 GAUS Sell 235,473 31,789 Ordinary
01/24/2023 GSI Buy 688,243 93,874 Ordinary
01/25/2023 GSI Sell 14,597 2,007 Ordinary
01/25/2023 GSI Sell 41,513 5,710 Ordinary
01/25/2023 GAUS Sell 734,361 100,525 Ordinary
01/25/2023 GAUS Sell 25,252 3,434 Ordinary

30

01/25/2023 GAUS Sell 31,170 4,200 Ordinary
01/25/2023 GAUS Sell 121,134 16,322 Ordinary
01/25/2023 GAUS Sell 30,569 4,119 Ordinary
01/25/2023 GAUS Sell 2,976 401 Ordinary
01/25/2023 GAUS Sell 743,074 100,124 Ordinary
01/25/2023 GAUS Sell 8,513 1,147 Ordinary
01/25/2023 GAUS Sell 8,513 1,147 Ordinary
01/25/2023 GAUS Sell 2,976 401 Ordinary
01/25/2023 GAUS Buy 737 101 Ordinary
01/26/2023 GSAMLP Sell 1,757 239 Ordinary
01/26/2023 GSI Sell 15,919 2,184 Ordinary
01/27/2023 GSI Sell 62,385 8,394 Ordinary
01/27/2023 GAUS Sell 889,219 119,411 Ordinary
01/27/2023 GAUS Sell 251,489 33,700 Ordinary
01/27/2023 GAUS Sell 98 13 Ordinary
01/27/2023 GAUS Sell 104,641 14,014 Ordinary
01/27/2023 GAUS Sell 342,910 46,852 Ordinary
01/27/2023 GAUS Sell 814,664 111,308 Ordinary
01/27/2023 GAUS Sell 59,306 8,103 Ordinary
01/27/2023 GSI
Return of Borrowed
Securities N/A 13,500 Ordinary
01/27/2023 GAUS Sell 59,306 8,103 Ordinary
01/30/2023 GSI Sell 31,253 4,183 Ordinary
01/30/2023 GAUS Sell 130,406 17,433 Ordinary
01/30/2023 GAUS Sell 44,747 6,008 Ordinary
01/30/2023 GAUS Sell 238 32 Ordinary
01/30/2023 GAUS Sell 346,047 46,500 Ordinary
01/30/2023 GAUS Sell 893,985 120,129 Ordinary
01/30/2023 GAUS Sell 44,711 6,008 Ordinary
01/30/2023 GSI
Return of Borrowed
Securities N/A 16,900 Ordinary
01/30/2023 GSI
Return of Borrowed
Securities N/A 16,171 Ordinary
01/30/2023 GAUS Sell 44,711 6,008 Ordinary
01/31/2023 GSI Sell 60,118 8,096 Ordinary
01/31/2023 GAUS Sell 150,094 20,197 Ordinary
01/31/2023 GAUS Sell 175,308 23,476 Ordinary
01/31/2023 GAUS Sell 236,174 31,726 Ordinary
01/31/2023 GAUS Sell 3,052 410 Ordinary
01/31/2023 GAUS Sell 175,264 23,475 Ordinary
01/31/2023 GAUS Sell 660,868 88,517 Ordinary
01/31/2023 GAUS Sell 660,868 88,517 Ordinary

31

01/31/2023 GAUS Sell 660,868 88,517 Ordinary
01/31/2023 GSI Sell 236,174 31,726 Ordinary
01/31/2023 GAUS Buy 1,510 203 Ordinary
02/01/2023 GSAMLP Sell 1,459 194 Ordinary
02/01/2023 GSI Sell 60,833 8,096 Ordinary
02/01/2023 GAUS Sell 15,024 2,000 Ordinary
02/01/2023 GAUS Sell 132,111 17,818 Ordinary
02/01/2023 GAUS Sell 690,507 93,863 Ordinary
02/01/2023 GAUS Sell 11,604 1,550 Ordinary
02/01/2023 GAUS Sell 89,865 11,982 Ordinary
02/01/2023 GAUS Sell 9,525 1,272 Ordinary
02/01/2023 GAUS Sell 24,577 3,282 Ordinary
02/01/2023 GAUS Sell 133,359 17,809 Ordinary
02/01/2023 GAUS Sell 24,577 3,282 Ordinary
02/01/2023 GAUS Sell 24,577 3,282 Ordinary
02/01/2023 GAUS Sell 89,725 11,982 Ordinary
02/01/2023 GAUS Buy 1,509 203 Ordinary
02/01/2023 GSI Buy 690,507 93,863 Ordinary
02/02/2023 GSI Sell 58,559 7,836 Ordinary
02/02/2023 GSI Sell 262,071 35,000 Ordinary
02/02/2023 GAUS Sell 883,356 117,662 Ordinary
02/02/2023 GAUS Sell 602,417 80,662 Ordinary
02/02/2023 GAUS Sell 473,164 62,575 Ordinary
02/02/2023 GAUS Sell 8,472 1,135 Ordinary
02/02/2023 GAUS Sell 11,707 1,569 Ordinary
02/02/2023 GAUS Sell 90,204 12,321 Ordinary
02/02/2023 GAUS Sell 139,065 18,995 Ordinary
02/02/2023 GAUS Sell 861,239 117,637 Ordinary
02/02/2023 GAUS Sell 139,065 18,995 Ordinary
02/02/2023 GAUS Sell 139,065 18,995 Ordinary
02/02/2023 GAUS Sell 6,750 922 Ordinary
02/02/2023 GAUS Buy 764 101 Ordinary
02/02/2023 GAUS Buy 1,506 203 Ordinary
02/02/2023 GSI Buy 473,164 62,575 Ordinary
02/03/2023 GSI Sell 48,884 6,559 Ordinary
02/03/2023 GAUS Sell 332,110 43,993 Ordinary
02/03/2023 GAUS Sell 49,934 6,720 Ordinary
02/03/2023 GAUS Sell 615,917 81,348 Ordinary
02/03/2023 GAUS Sell 29,862 3,944 Ordinary
02/03/2023 GAUS Sell 9,292 1,238 Ordinary
02/03/2023 GAUS Sell 50,880 6,720 Ordinary

32

02/03/2023 GAUS Sell 3,424 456 Ordinary
02/03/2023 GAUS Sell 637,223 84,162 Ordinary
02/03/2023 GAUS Sell 276 37 Ordinary
02/03/2023 GAUS Sell 637,223 84,162 Ordinary
02/03/2023 GSI Buy 7,167 953 Ordinary
02/03/2023 GSI
Return of Borrowed
Securities N/A 4,100 Ordinary
02/03/2023 GSI Buy 615,917 81,348 Ordinary
02/06/2023 GAUS Sell 255 34 Ordinary
02/06/2023 GAUS Sell 13,158 1,750 Ordinary
02/06/2023 GAUS Sell 1,598 213 Ordinary
02/06/2023 GAUS Sell 187,484 24,800 Ordinary
02/06/2023 GAUS Sell 270,537 35,786 Ordinary
02/06/2023 GAUS Sell 365,715 48,376 Ordinary
02/06/2023 GAUS Sell 365,715 48,376 Ordinary
02/07/2023 GSI Sell 58,999 7,845 Ordinary
02/07/2023 GAUS Sell 22,027 2,925 Ordinary
02/07/2023 GAUS Sell 112,593 14,898 Ordinary
02/07/2023 GAUS Sell 205,395 27,408 Ordinary
02/07/2023 GAUS Sell 34,656 4,589 Ordinary
02/07/2023 GAUS Sell 146,449 19,400 Ordinary
02/07/2023 GAUS Sell 227,471 30,133 Ordinary
02/07/2023 GAUS Sell 181 24 Ordinary
02/07/2023 GAUS Sell 22,081 2,925 Ordinary
02/07/2023 GSI
Return of Borrowed
Securities N/A 36,415 Ordinary
02/07/2023 GSI Buy 205,395 27,408 Ordinary
02/08/2023 GSI Sell 58,647 7,845 Ordinary
02/08/2023 GAUS Sell 390,446 52,107 Ordinary
02/08/2023 GAUS Sell 4,595 619 Ordinary
02/08/2023 GAUS Sell 27,224 3,653 Ordinary
02/08/2023 GAUS Sell 107,021 14,300 Ordinary
02/08/2023 GAUS Sell 39,785 5,316 Ordinary
02/08/2023 GAUS Sell 4,633 619 Ordinary
02/08/2023 GAUS Sell 82 11 Ordinary
02/08/2023 GAUS Sell 39,785 5,316 Ordinary
02/08/2023 GAUS Sell 39,785 5,316 Ordinary
02/09/2023 GSAMLP Buy 1,758 235 Ordinary
02/09/2023 GSI Sell 20,236 2,710 Ordinary
02/09/2023 GSI Sell 44,441 5,946 Ordinary
02/09/2023 GSI Sell 6,424 860 Ordinary
02/09/2023 GAUS Sell 50,455 6,766 Ordinary

33

02/09/2023 GAUS Sell 37 5 Ordinary
02/09/2023 GAUS Sell 137,972 18,447 Ordinary
02/09/2023 GAUS Sell 6,740 905 Ordinary
02/09/2023 GAUS Sell 36,939 4,953 Ordinary
02/09/2023 GAUS Sell 1,238,311 165,277 Ordinary
02/09/2023 GAUS Sell 206,039 27,500 Ordinary
02/09/2023 GAUS Sell 534,301 71,313 Ordinary
02/09/2023 GAUS Sell 6,781 905 Ordinary
02/09/2023 GAUS Sell 534,301 71,313 Ordinary
02/09/2023 GAUS Sell 534,301 71,313 Ordinary
02/09/2023 GAUS Sell 50,693 6,766 Ordinary
02/10/2023 GSI Sell 21,458 2,879 Ordinary
02/10/2023 GSI Sell 65,705 8,822 Ordinary
02/10/2023 GSI Sell 129 17 Ordinary
02/10/2023 GAUS Sell 181,868 24,421 Ordinary
02/10/2023 GAUS Sell 48,984 6,555 Ordinary
02/10/2023 GAUS Sell 620,215 82,977 Ordinary
02/10/2023 GAUS Sell 15 2 Ordinary
02/10/2023 GAUS Sell 851,913 114,383 Ordinary
02/10/2023 GAUS Sell 438,450 58,869 Ordinary
02/10/2023 GAUS Sell 98,910 13,259 Ordinary
02/10/2023 GAUS Sell 16,318 2,185 Ordinary
02/10/2023 GAUS Sell 618,004 82,977 Ordinary
02/10/2023 GAUS Sell 78,061 10,481 Ordinary
02/10/2023 GAUS Sell 48,821 6,555 Ordinary
02/13/2023 GSI Sell 72,989 9,772 Ordinary
02/13/2023 GAUS Sell 138,930 18,576 Ordinary
02/13/2023 GAUS Sell 1,007,669 135,177 Ordinary
02/13/2023 GAUS Sell 39,952 5,357 Ordinary
02/13/2023 GAUS Sell 84,769 11,300 Ordinary
02/13/2023 GAUS Sell 483,793 64,491 Ordinary
02/13/2023 GAUS Sell 200,558 26,735 Ordinary
02/13/2023 GAUS Sell 6,834 911 Ordinary
02/13/2023 GAUS Sell 1,014,060 135,177 Ordinary
02/13/2023 GAUS Sell 67,560 9,006 Ordinary
02/13/2023 GAUS Sell 6,834 911 Ordinary
02/13/2023 GSI Sell 39,952 5,357 Ordinary
02/13/2023 GAUS Buy 3,255 434 Ordinary
02/14/2023 GSI Sell 28,219 3,783 Ordinary
02/14/2023 GSI Sell 52,206 7,008 Ordinary
02/14/2023 GAUS Sell 407,897 54,634 Ordinary

34

02/14/2023 GAUS Sell 72,136 9,600 Ordinary
02/14/2023 GAUS Sell 1,353 180 Ordinary
02/14/2023 GAUS Sell 930,759 125,151 Ordinary
02/14/2023 GAUS Sell 2,783 372 Ordinary
02/14/2023 GAUS Sell 60,701 8,090 Ordinary
02/14/2023 GAUS Sell 409,930 54,634 Ordinary
02/14/2023 GAUS Sell 8 1 Ordinary
02/14/2023 GAUS Sell 60,701 8,090 Ordinary
02/14/2023 GAUS Sell 24,513 3,267 Ordinary
02/14/2023 GSI Sell 83 17 Ordinary
02/14/2023 GSI Sell 930,759 125,151 Ordinary
02/15/2023 GSI Sell 48,925 6,615 Ordinary
02/15/2023 GAUS Sell 162,367 21,863 Ordinary
02/15/2023 GAUS Sell 733,292 98,996 Ordinary
02/15/2023 GAUS Sell 285,539 38,500 Ordinary
02/15/2023 GAUS Sell 35,770 4,823 Ordinary
02/15/2023 GAUS Sell 242,389 32,682 Ordinary
02/15/2023 GAUS Sell 35,770 4,823 Ordinary
02/15/2023 GAUS Sell 732,278 98,735 Ordinary
02/15/2023 GAUS Sell 167,993 22,651 Ordinary
02/16/2023 GSI Sell 62,179 8,470 Ordinary
02/16/2023 GAUS Sell 172,935 23,590 Ordinary
02/16/2023 GAUS Sell 28,471 3,882 Ordinary
02/16/2023 GAUS Sell 94,483 12,898 Ordinary
02/16/2023 GAUS Sell 28,137 3,841 Ordinary
02/16/2023 GAUS Sell 94,483 12,898 Ordinary
02/16/2023 GSI
Return of Borrowed
Securities N/A 19,422 Ordinary
02/17/2023 GSI Sell 74,314 9,601 Ordinary
02/17/2023 GSI Sell 511 66 Ordinary
02/17/2023 GSI Sell 103,278 13,345 Ordinary
02/17/2023 GAUS Sell 507,941 65,337 Ordinary
02/17/2023 GAUS Sell 38,077 4,903 Ordinary
02/17/2023 GAUS Sell 24,379 3,160 Ordinary
02/17/2023 GAUS Sell 37,030 4,765 Ordinary
02/17/2023 GAUS Sell 93,023 12,647 Ordinary
02/17/2023 GAUS Sell 13,160 1,696 Ordinary
02/17/2023 GAUS Sell 209,119 28,431 Ordinary
02/17/2023 GAUS Sell 47 6 Ordinary
02/17/2023 GAUS Sell 285,136 38,766 Ordinary
02/17/2023 GAUS Sell 114,250 15,533 Ordinary
02/17/2023 GAUS Sell 114,250 15,533 Ordinary

35

02/17/2023 GAUS Sell 23,243 3,160 Ordinary
02/17/2023 GSCO
Return of Borrowed
Securities N/A 1,049,000 Ordinary
02/17/2023 GSCO
Return of Borrowed
Securities N/A 700,000 Ordinary
02/17/2023 GAUS Buy 3,724,721 506,398 Ordinary
02/20/2023 GSI Sell 75,982 10,502 Ordinary
02/20/2023 GAUS Sell 3,668,643 505,850 Ordinary
02/20/2023 GAUS Sell 16,609 2,231 Ordinary
02/20/2023 GAUS Sell 154,177 21,317 Ordinary
02/20/2023 GAUS Sell 18,088 2,305 Ordinary
02/20/2023 GAUS Sell 768 106 Ordinary
02/20/2023 GAUS Sell 291,567 37,156 Ordinary
02/20/2023 GSI Borrow of Securities N/A 154,800 Ordinary
02/21/2023 GSI Sell 71,476 10,502 Ordinary
02/21/2023 GAUS Sell 1,297,530 192,143 Ordinary
02/21/2023 GAUS Sell 26,872 4,000 Ordinary
02/21/2023 GAUS Sell 114,197 16,850 Ordinary
02/21/2023 GAUS Sell 86,954 12,959 Ordinary
02/21/2023 GAUS Sell 12,260 1,776 Ordinary
02/21/2023 GAUS Sell 1,272,905 185,845 Ordinary
02/21/2023 GSI Buy 26,872 4,000 Ordinary
02/22/2023 GSI Sell 45,693 6,570 Ordinary
02/22/2023 GSI Sell 196,578 28,163 Ordinary
02/22/2023 GAUS Sell 822,084 119,206 Ordinary
02/22/2023 GAUS Sell 1,282,233 183,152 Ordinary
02/22/2023 GAUS Sell 138,411 19,586 Ordinary
02/22/2023 GAUS Sell 455,821 68,533 Ordinary
02/22/2023 GAUS Sell 34,978 5,259 Ordinary
02/22/2023 GAUS Sell 127,555 19,178 Ordinary
02/22/2023 GAUS Sell 3,379 478 Ordinary
02/22/2023 GAUS Sell 23,659 3,471 Ordinary
02/22/2023 GAUS Sell 792,853 119,206 Ordinary
02/22/2023 GAUS Sell 107,352 16,167 Ordinary
02/22/2023 GAUS Sell 47,630 6,740 Ordinary
02/22/2023 GAUS Sell 6,392 961 Ordinary
02/22/2023 GAUS Sell 6,392 961 Ordinary
02/22/2023 GAUS Sell 6,392 961 Ordinary
02/22/2023 GAUS Sell 1,236,077 185,845 Ordinary
02/22/2023 GAUS Sell 41,370 6,220 Ordinary
02/22/2023 GSI
Return of Borrowed
Securities N/A 44,530 Ordinary

36

02/22/2023 GSI Sell 138,411 19,586 Ordinary
02/23/2023 GSI Sell 95,853 13,490 Ordinary
02/23/2023 GAUS Sell 280,522 39,573 Ordinary
02/23/2023 GAUS Sell 5,182 732 Ordinary
02/23/2023 GAUS Sell 115,958 16,306 Ordinary
02/23/2023 GAUS Sell 13,207 1,864 Ordinary
02/23/2023 GAUS Sell 219,642 31,100 Ordinary
02/23/2023 GAUS Sell 565,581 79,844 Ordinary
02/23/2023 GAUS Sell 204,850 28,876 Ordinary
02/23/2023 GAUS Sell 103,719 14,686 Ordinary
02/23/2023 GAUS Sell 563,894 79,844 Ordinary
02/23/2023 GSI Buy 115,957 16,306 Ordinary
02/24/2023 GSI Sell 75,248 10,693 Ordinary
02/24/2023 GAUS Sell 319,681 44,948 Ordinary
02/24/2023 GAUS Sell 13,479 1,935 Ordinary
02/24/2023 GAUS Sell 98 14 Ordinary
02/24/2023 GAUS Sell 459,365 64,878 Ordinary
02/24/2023 GAUS Sell 145,555 20,849 Ordinary
02/24/2023 GAUS Sell 281,493 39,700 Ordinary
02/24/2023 GAUS Sell 250,741 35,363 Ordinary
02/24/2023 GAUS Sell 54,122 7,700 Ordinary
02/24/2023 GAUS Sell 460,017 64,878 Ordinary
02/24/2023 GAUS Sell 250,741 35,363 Ordinary
02/24/2023 GSI Buy 13,479 1,935 Ordinary
02/27/2023 GSI Sell 44,849 6,436 Ordinary
02/27/2023 GAUS Sell 35,071 5,049 Ordinary
02/27/2023 GAUS Sell 56,073 8,000 Ordinary
02/27/2023 GAUS Sell 10,357 1,500 Ordinary
02/27/2023 GAUS Sell 87,781 12,549 Ordinary
02/27/2023 GAUS Sell 680,659 97,218 Ordinary
02/27/2023 GAUS Sell 503 73 Ordinary
02/27/2023 GAUS Sell 87,745 12,549 Ordinary
02/27/2023 GAUS Sell 780,471 111,621 Ordinary
02/27/2023 GSI Buy 56,073 8,000 Ordinary
02/28/2023 GSI Sell 108,230 15,105 Ordinary
02/28/2023 GAUS Sell 56,790 7,903 Ordinary
02/28/2023 GAUS Sell 135,194 18,769 Ordinary
02/28/2023 GAUS Sell 4,227 606 Ordinary
02/28/2023 GAUS Sell 642,212 90,170 Ordinary
02/28/2023 GAUS Sell 465,830 65,452 Ordinary
02/28/2023 GAUS Sell 24,677 3,500 Ordinary

37

02/28/2023 GAUS Sell 457,210 65,452 Ordinary
02/28/2023 GAUS Sell 14,711 2,106 Ordinary
02/28/2023 GAUS Sell 674,903 96,616 Ordinary
02/28/2023 GSI Sell 135,194 18,769 Ordinary
02/28/2023 GSI Buy 56,791 7,903 Ordinary
03/01/2023 GSI Sell 45,029 6,287 Ordinary
03/01/2023 GAUS Sell 592,685 83,127 Ordinary
03/01/2023 GAUS Sell 477,673 67,075 Ordinary
03/01/2023 GAUS Sell 24,878 3,500 Ordinary
03/01/2023 GAUS Sell 854,926 120,089 Ordinary
03/01/2023 GAUS Sell 25,030 3,500 Ordinary
03/01/2023 GAUS Sell 551,560 77,127 Ordinary
03/01/2023 GAUS Sell 479,675 67,075 Ordinary
03/01/2023 GAUS Sell 751,482 105,083 Ordinary
03/01/2023 GSI Buy 42,718 6,000 Ordinary
03/02/2023 GSI Sell 82,027 11,354 Ordinary
03/02/2023 GAUS Sell 192,647 26,729 Ordinary
03/02/2023 GAUS Sell 47,298 6,572 Ordinary
03/02/2023 GAUS Sell 345,052 47,814 Ordinary
03/02/2023 GAUS Sell 662,596 91,641 Ordinary
03/02/2023 GAUS Sell 161,856 22,729 Ordinary
03/02/2023 GAUS Sell 759,448 106,647 Ordinary
03/02/2023 GAUS Sell 340,490 47,814 Ordinary
03/02/2023 GSI Buy 28,889 4,000 Ordinary
03/03/2023 GSI Sell 53,181 7,316 Ordinary
03/03/2023 GSI Sell 20,354 2,798 Ordinary
03/03/2023 GAUS Sell 182,846 25,168 Ordinary
03/03/2023 GAUS Sell 19,483 2,666 Ordinary
03/03/2023 GAUS Sell 166,330 22,780 Ordinary
03/03/2023 GAUS Sell 728,415 99,631 Ordinary
03/03/2023 GAUS Sell 184,199 25,168 Ordinary
03/03/2023 GAUS Sell 162,096 22,148 Ordinary
03/03/2023 GAUS Sell 729,176 99,631 Ordinary
03/06/2023 GAUS Sell 88,534 12,087 Ordinary
03/06/2023 GAUS Sell 27,424 3,731 Ordinary
03/06/2023 GAUS Sell 165,382 22,574 Ordinary
03/06/2023 GAUS Sell 354,323 48,384 Ordinary
03/06/2023 GAUS Sell 34,342 4,700 Ordinary
03/06/2023 GAUS Sell 22,556 3,087 Ordinary
03/06/2023 GAUS Sell 162,389 22,224 Ordinary
03/06/2023 GAUS Sell 333,070 45,583 Ordinary

38

03/06/2023 GSI Buy 65,897 9,000 Ordinary
03/07/2023 GSAMLP Buy 3,493 472 Ordinary
03/07/2023 GAUS Sell 75,262 10,357 Ordinary
03/07/2023 GAUS Sell 22,328 3,024 Ordinary
03/07/2023 GAUS Sell 122,948 16,699 Ordinary
03/07/2023 GAUS Sell 781,404 107,014 Ordinary
03/07/2023 GAUS Sell 55,983 7,716 Ordinary
03/07/2023 GAUS Sell 46,435 6,400 Ordinary
03/07/2023 GAUS Sell 128,284 17,681 Ordinary
03/07/2023 GAUS Sell 67,889 9,357 Ordinary
03/07/2023 GAUS Sell 796,757 109,815 Ordinary
03/07/2023 GSI Buy 7,319 1,000 Ordinary
03/08/2023 GAUS Sell 133,787 18,216 Ordinary
03/08/2023 GAUS Sell 201,644 27,465 Ordinary
03/08/2023 GAUS Sell 664,698 90,292 Ordinary
03/08/2023 GAUS Sell 33,836 4,613 Ordinary
03/08/2023 GAUS Sell 36,955 5,000 Ordinary
03/08/2023 GAUS Sell 90,288 12,216 Ordinary
03/08/2023 GAUS Sell 658,330 89,072 Ordinary
03/08/2023 GAUS Sell 202,994 27,465 Ordinary
03/08/2023 GSI Buy 44,067 6,000 Ordinary
03/09/2023 GAUS Sell 311,708 42,398 Ordinary
03/09/2023 GAUS Sell 230,102 31,284 Ordinary
03/09/2023 GAUS Sell 484,925 66,096 Ordinary
03/09/2023 GAUS Sell 3,359 452 Ordinary
03/09/2023 GAUS Sell 221,490 30,154 Ordinary
03/09/2023 GAUS Sell 311,848 42,398 Ordinary
03/09/2023 GAUS Sell 3,325 452 Ordinary
03/09/2023 GAUS Sell 31,628 4,300 Ordinary
03/09/2023 GAUS Sell 221,790 30,154 Ordinary
03/09/2023 GAUS Sell 477,893 64,973 Ordinary
03/09/2023 GSI Buy 230,102 31,284 Ordinary
03/10/2023 GAUS Sell 334,543 46,700 Ordinary
03/10/2023 GAUS Sell 240,373 33,787 Ordinary
03/10/2023 GAUS Sell 23,457 3,280 Ordinary
03/10/2023 GAUS Sell 18,933 2,610 Ordinary
03/10/2023 GAUS Sell 164,660 22,500 Ordinary
03/10/2023 GAUS Sell 191,453 26,834 Ordinary
03/10/2023 GAUS Sell 546,989 76,496 Ordinary
03/10/2023 GAUS Sell 341,762 46,700 Ordinary
03/10/2023 GAUS Sell 196,378 26,834 Ordinary

39

03/10/2023 GAUS Sell 367,222 50,179 Ordinary
03/10/2023 GSI Sell 240,373 33,787 Ordinary
03/13/2023 GAUS Sell 219,909 31,131 Ordinary
03/13/2023 GAUS Sell 24,846 3,508 Ordinary
03/13/2023 GAUS Sell 927,699 131,440 Ordinary
03/13/2023 GAUS Sell 387,855 54,999 Ordinary
03/13/2023 GAUS Sell 2,631 372 Ordinary
03/13/2023 GAUS Sell 28,402 4,000 Ordinary
03/13/2023 GAUS Sell 52,344 7,372 Ordinary
03/13/2023 GAUS Sell 336,992 47,461 Ordinary
03/13/2023 GAUS Sell 221,043 31,131 Ordinary
03/13/2023 GAUS Sell 1,135,134 159,869 Ordinary
03/13/2023 GAUS Sell 390,515 54,999 Ordinary
03/13/2023 GAUS Sell 52,344 7,372 Ordinary
03/13/2023 GAUS Sell 336,992 47,461 Ordinary
03/13/2023 GSI
Return of Borrowed
Securities N/A 44,690 Ordinary
03/14/2023 GAUS Sell 97,254 13,914 Ordinary
03/14/2023 GAUS Sell 36,447 5,172 Ordinary
03/14/2023 GAUS Sell 799,873 114,563 Ordinary
03/14/2023 GAUS Sell 483,122 69,191 Ordinary
03/14/2023 GAUS Sell 18,287 2,627 Ordinary
03/14/2023 GAUS Sell 178,025 25,186 Ordinary
03/14/2023 GAUS Sell 98,350 13,914 Ordinary
03/14/2023 GAUS Sell 178,025 25,186 Ordinary
03/14/2023 GAUS Sell 178,025 25,186 Ordinary
03/14/2023 GAUS Sell 811,413 114,794 Ordinary
03/14/2023 GAUS Sell 487,544 68,975 Ordinary
03/14/2023 GAUS Sell 178,025 25,186 Ordinary
03/15/2023 GAUS Sell 2,267 325 Ordinary
03/15/2023 GAUS Sell 191,000 27,179 Ordinary
03/15/2023 GAUS Sell 699 100 Ordinary
03/15/2023 GAUS Sell 189,081 26,888 Ordinary
03/15/2023 GAUS Sell 714,101 101,728 Ordinary
03/15/2023 GAUS Sell 188,643 27,179 Ordinary
03/15/2023 GAUS Sell 303,686 43,754 Ordinary
03/15/2023 GAUS Sell 2,256 325 Ordinary
03/15/2023 GAUS Sell 303,686 43,754 Ordinary
03/15/2023 GAUS Sell 303,686 43,754 Ordinary
03/15/2023 GAUS Sell 188,122 27,104 Ordinary
03/15/2023 GAUS Sell 480,689 69,256 Ordinary
03/15/2023 GAUS Sell 303,686 43,754 Ordinary

40

03/15/2023 GAUS Sell 2,256 325 Ordinary
03/16/2023 GAUS Sell 273,444 39,437 Ordinary
03/16/2023 GAUS Sell 1,687,460 239,478 Ordinary
03/16/2023 GAUS Sell 162,002 23,457 Ordinary
03/16/2023 GAUS Sell 129,717 18,297 Ordinary
03/16/2023 GAUS Sell 233,487 33,696 Ordinary
03/16/2023 GAUS Sell 279,589 39,437 Ordinary
03/16/2023 GAUS Sell 883,983 127,419 Ordinary
03/16/2023 GAUS Sell 238,888 33,696 Ordinary
03/16/2023 GAUS Sell 129,717 18,297 Ordinary
03/16/2023 GAUS Sell 129,717 18,297 Ordinary
03/16/2023 GAUS Sell 688,980 97,183 Ordinary
03/16/2023 GAUS Sell 129,717 18,297 Ordinary
03/16/2023 GSI Buy 162,002 23,457 Ordinary
03/16/2023 GSI Buy 1,687,460 239,478 Ordinary
03/17/2023 GSAMLP Buy 3,200 472 Ordinary
03/17/2023 GSI Sell 69,963 10,319 Ordinary
03/17/2023 GAUS Sell 751,184 111,281 Ordinary
03/17/2023 GAUS Sell 50,419 7,400 Ordinary
03/17/2023 GAUS Sell 506,745 75,146 Ordinary
03/17/2023 GAUS Sell 52,216 7,616 Ordinary
03/17/2023 GAUS Sell 945,142 137,854 Ordinary
03/17/2023 GAUS Sell 54,794 7,992 Ordinary
03/17/2023 GAUS Sell 212,901 31,574 Ordinary
03/17/2023 GAUS Sell 34,560 5,102 Ordinary
03/17/2023 GAUS Sell 80,806 11,786 Ordinary
03/17/2023 GAUS Sell 762,955 111,281 Ordinary
03/17/2023 GAUS Sell 216,475 31,574 Ordinary
03/17/2023 GAUS Sell 510,232 74,420 Ordinary
03/17/2023 GAUS Sell 80,806 11,786 Ordinary
03/17/2023 GAUS Sell 60,080 8,763 Ordinary
03/17/2023 GAUS Sell 565,026 82,412 Ordinary
03/17/2023 GAUS Sell 52,216 7,616 Ordinary
03/17/2023 GSI Sell 50,419 7,400 Ordinary
03/20/2023 GAUS Sell 155,690 23,449 Ordinary
03/20/2023 GAUS Sell 14,421 2,265 Ordinary
03/20/2023 GAUS Sell 1,412,551 217,082 Ordinary
03/20/2023 GAUS Sell 410,495 63,054 Ordinary
03/20/2023 GAUS Sell 310,271 45,332 Ordinary
03/20/2023 GAUS Sell 160,495 23,449 Ordinary
03/20/2023 GAUS Sell 310,271 45,332 Ordinary

41

03/20/2023 GAUS Sell 310,271 45,332 Ordinary
03/20/2023 GAUS Sell 1,088,637 159,055 Ordinary
03/20/2023 GAUS Sell 310,271 45,332 Ordinary
03/20/2023 GAUS Sell 431,567 63,054 Ordinary
03/20/2023 GAUS Sell 15,503 2,265 Ordinary
03/20/2023 GAUS Buy 2,229,223 325,700 Ordinary
03/21/2023 GAUS Sell 1,237,962 195,525 Ordinary
03/21/2023 GAUS Sell 613,502 97,102 Ordinary
03/21/2023 GAUS Sell 364,950 57,728 Ordinary
03/21/2023 GAUS Sell 1,250,384 195,859 Ordinary
03/21/2023 GAUS Sell 1,248,251 195,525 Ordinary
03/21/2023 GAUS Sell 111,379 17,565 Ordinary
03/21/2023 GAUS Sell 1,250,384 195,859 Ordinary
03/21/2023 GAUS Sell 1,250,384 195,859 Ordinary
03/21/2023 GAUS Sell 359,725 56,347 Ordinary
03/21/2023 GAUS Sell 683,201 107,016 Ordinary
03/21/2023 GAUS Sell 1,250,384 195,859 Ordinary
03/21/2023 GAUS Buy 2,089,516 327,300 Ordinary
03/22/2023 GAUS Sell 160,895 25,328 Ordinary
03/22/2023 GAUS Sell 55,162 8,661 Ordinary
03/22/2023 GAUS Sell 794,994 125,672 Ordinary
03/22/2023 GAUS Sell 10,957 1,732 Ordinary
03/22/2023 GAUS Sell 160,223 25,328 Ordinary
03/22/2023 GAUS Sell 13,212 2,071 Ordinary
03/22/2023 GAUS Sell 296,804 46,758 Ordinary
03/22/2023 GAUS Sell 693,396 109,241 Ordinary
03/22/2023 GAUS Sell 794,994 125,672 Ordinary
03/22/2023 GAUS Sell 794,994 125,672 Ordinary
03/22/2023 GAUS Sell 304,525 48,139 Ordinary
03/22/2023 GAUS Sell 617,899 97,677 Ordinary
03/22/2023 GAUS Sell 805,950 127,404 Ordinary
03/22/2023 GSCO
Return of Borrowed
Securities N/A 8,879 Ordinary
03/22/2023 GSI Buy 55,162 8,661 Ordinary
03/22/2023 GAUS Buy 2,119,824 335,100 Ordinary
03/23/2023 GSI Sell 169 27 Ordinary
03/23/2023 GSI Sell 31 5 Ordinary
03/23/2023 GSI Sell 31 5 Ordinary
03/23/2023 GSI Sell 470 75 Ordinary
03/23/2023 GSI Sell 38 6 Ordinary
03/23/2023 GSI Sell 38 6 Ordinary
03/23/2023 GAUS Sell 599,882 95,591 Ordinary

42

03/23/2023 GAUS Sell 23,276 3,706 Ordinary
03/23/2023 GAUS Sell 184,414 29,427 Ordinary
03/23/2023 GAUS Sell 26,935 4,274 Ordinary
03/23/2023 GAUS Sell 436,219 69,550 Ordinary
03/23/2023 GAUS Sell 310,663 49,129 Ordinary
03/23/2023 GAUS Sell 76 12 Ordinary
03/23/2023 GAUS Sell 483,114 76,401 Ordinary
03/23/2023 GAUS Sell 186,079 29,427 Ordinary
03/23/2023 GAUS Sell 604,461 95,591 Ordinary
03/23/2023 GAUS Sell 76 12 Ordinary
03/23/2023 GAUS Sell 76 12 Ordinary
03/23/2023 GAUS Sell 310,738 49,141 Ordinary
03/23/2023 GAUS Buy 1,382,461 218,626 Ordinary
03/24/2023 GAUS Sell 1,461,565 231,538 Ordinary
03/24/2023 GAUS Sell 16,123 2,551 Ordinary
03/24/2023 GAUS Sell 130,873 20,728 Ordinary
03/24/2023 GAUS Sell 19,043 3,010 Ordinary
03/24/2023 GAUS Sell 2,699 428 Ordinary
03/24/2023 GAUS Sell 348,754 55,262 Ordinary
03/24/2023 GAUS Sell 1,459,954 231,538 Ordinary
03/24/2023 GAUS Sell 1,583 251 Ordinary
03/24/2023 GAUS Sell 33,684 5,337 Ordinary
03/24/2023 GAUS Sell 93,233 14,786 Ordinary
03/24/2023 GAUS Sell 1,583 251 Ordinary
03/24/2023 GAUS Sell 440,008 69,782 Ordinary
03/24/2023 GAUS Sell 125,945 19,974 Ordinary
03/24/2023 GAUS Sell 2,699 428 Ordinary
03/24/2023 GAUS Sell 93,233 14,786 Ordinary
03/27/2023 GSI Sell 17,530 2,739 Ordinary
03/27/2023 GAUS Sell 789,514 123,103 Ordinary
03/27/2023 GAUS Sell 16,230 2,538 Ordinary
03/27/2023 GAUS Sell 64,529 10,083 Ordinary
03/27/2023 GAUS Sell 37,015 5,825 Ordinary
03/27/2023 GAUS Sell 308,505 48,281 Ordinary
03/27/2023 GAUS Sell 235,411 36,711 Ordinary
03/27/2023 GAUS Sell 333,184 52,023 Ordinary
03/27/2023 GAUS Sell 164,528 25,934 Ordinary
03/27/2023 GAUS Sell 19,064 3,005 Ordinary
03/27/2023 GAUS Sell 327,241 51,582 Ordinary
03/27/2023 GAUS Sell 780,977 123,103 Ordinary
03/27/2023 GAUS Sell 19,064 3,005 Ordinary

43

03/27/2023 GAUS Sell 19,064 3,005 Ordinary
03/27/2023 GAUS Sell 183,592 28,939 Ordinary
03/27/2023 GSI
Return of Borrowed
Securities N/A 50,612 Ordinary
03/28/2023 GSI Sell 19,578 3,111 Ordinary
03/28/2023 GAUS Sell 60,747 9,673 Ordinary
03/28/2023 GAUS Sell 22,466 3,556 Ordinary
03/28/2023 GAUS Sell 354,941 56,514 Ordinary
03/28/2023 GAUS Sell 250,670 39,921 Ordinary
03/28/2023 GAUS Sell 348,447 54,598 Ordinary
03/28/2023 GAUS Sell 262,405 41,116 Ordinary
03/29/2023 GSI Sell 17,346 2,788 Ordinary
03/29/2023 GAUS Sell 63,077 10,127 Ordinary
03/29/2023 GAUS Sell 39,954 6,372 Ordinary
03/29/2023 GAUS Sell 478,197 76,979 Ordinary
03/29/2023 GAUS Sell 293,749 47,100 Ordinary
03/29/2023 GAUS Sell 671,492 107,460 Ordinary
03/29/2023 GAUS Sell 294,317 47,100 Ordinary
03/30/2023 GSI Sell 10,489 1,683 Ordinary
03/30/2023 GAUS Sell 16,169 2,599 Ordinary
03/30/2023 GAUS Sell 207,511 33,402 Ordinary
03/30/2023 GAUS Sell 3,424 554 Ordinary
03/30/2023 GAUS Sell 283,146 45,535 Ordinary
03/30/2023 GAUS Sell 237,011 38,126 Ordinary
03/30/2023 GAUS Sell 32,895 5,287 Ordinary
03/30/2023 GAUS Sell 577,782 93,486 Ordinary
03/30/2023 GAUS Sell 577,782 93,486 Ordinary
03/30/2023 GAUS Sell 577,782 93,486 Ordinary
03/30/2023 GAUS Sell 253,082 40,949 Ordinary
03/30/2023 GAUS Sell 235,634 38,126 Ordinary
03/30/2023 GAUS Sell 577,782 93,486 Ordinary
03/30/2023 GSCO
Return of Borrowed
Securities N/A 516,000 Ordinary
03/30/2023 GSCO
Return of Borrowed
Securities N/A 800,000 Ordinary
03/30/2023 GSI
Return of Borrowed
Securities N/A 16,714 Ordinary
03/30/2023 GSI
Return of Borrowed
Securities N/A 101,150 Ordinary
03/30/2023 GSI
Return of Borrowed
Securities N/A 214,871 Ordinary
03/30/2023 GSI Borrow of Securities N/A 494,510 Ordinary
03/30/2023 GSCO Borrow of Securities N/A 42,261 Ordinary

44

03/30/2023 GSCO Borrow of Securities N/A 95,033 Ordinary
03/30/2023 GSI Buy 207,511 33,402 Ordinary
03/31/2023 GSI Sell 14,303 2,290 Ordinary
03/31/2023 GAUS Sell 16,101 2,586 Ordinary
03/31/2023 GAUS Sell 67,417 10,823 Ordinary
03/31/2023 GAUS Sell 392,562 62,970 Ordinary
03/31/2023 GAUS Sell 170,593 27,379 Ordinary
03/31/2023 GAUS Sell 12,956 2,079 Ordinary
03/31/2023 GAUS Sell 2,480 400 Ordinary
03/31/2023 GAUS Sell 81,729 13,183 Ordinary
03/31/2023 GAUS Sell 81,729 13,183 Ordinary
03/31/2023 GAUS Sell 81,729 13,183 Ordinary
03/31/2023 GAUS Sell 237,749 38,349 Ordinary
03/31/2023 GAUS Sell 163,000 26,292 Ordinary
03/31/2023 GAUS Sell 81,729 13,183 Ordinary
04/03/2023 GSI Sell 16,893 2,714 Ordinary
04/03/2023 GAUS Sell 16,982 2,712 Ordinary
04/03/2023 GAUS Sell 8,563 1,369 Ordinary
04/03/2023 GAUS Sell 20,106 3,219 Ordinary
04/03/2023 GAUS Sell 6,782 1,084 Ordinary
04/03/2023 GAUS Sell 342,476 54,718 Ordinary
04/03/2023 GAUS Sell 596,232 95,255 Ordinary
04/03/2023 GAUS Sell 73,914 11,804 Ordinary
04/03/2023 GAUS Sell 157,239 25,088 Ordinary
04/03/2023 GAUS Sell 38,846 6,198 Ordinary
04/03/2023 GAUS Sell 28,292 4,514 Ordinary
04/03/2023 GAUS Sell 334,059 53,300 Ordinary
04/03/2023 GAUS Sell 535,083 85,374 Ordinary
04/03/2023 GAUS Sell 8,687 1,386 Ordinary
04/03/2023 GAUS Sell 36,978 5,900 Ordinary
04/03/2023 GAUS Sell 28,292 4,514 Ordinary
04/03/2023 GAUS Sell 165,926 26,474 Ordinary
04/04/2023 GSI Sell 12,179 1,957 Ordinary
04/04/2023 GAUS Sell 3,871 624 Ordinary
04/04/2023 GAUS Sell 394,328 63,570 Ordinary
04/04/2023 GAUS Sell 281,359 45,346 Ordinary
04/04/2023 GAUS Sell 21,199 3,412 Ordinary
04/04/2023 GAUS Sell 154,836 25,000 Ordinary
04/04/2023 GAUS Sell 86,268 13,929 Ordinary
04/04/2023 GAUS Sell 43,540 7,030 Ordinary
04/04/2023 GAUS Sell 204 33 Ordinary

45

04/04/2023 GAUS Sell 296,363 47,851 Ordinary
04/04/2023 GAUS Sell 204 33 Ordinary
04/04/2023 GAUS Sell 204 33 Ordinary
04/04/2023 GAUS Sell 688,711 111,200 Ordinary
04/04/2023 GAUS Sell 43,744 7,063 Ordinary
04/04/2023 GSI Sell 572,344 91,732 Ordinary
04/04/2023 GSI Buy 572,344 91,732 Ordinary
04/05/2023 GSI Sell 12,696 2,039 Ordinary
04/05/2023 GAUS Sell 24,539 3,959 Ordinary
04/05/2023 GAUS Sell 16,810 2,712 Ordinary
04/05/2023 GAUS Sell 10,037 1,601 Ordinary
04/05/2023 GAUS Sell 104,781 16,842 Ordinary
04/05/2023 GAUS Sell 384,276 62,026 Ordinary
04/05/2023 GAUS Sell 241,696 38,842 Ordinary
04/05/2023 GAUS Sell 26,063 4,200 Ordinary
04/05/2023 GAUS Sell 69,509 11,201 Ordinary
04/05/2023 GAUS Sell 40,585 6,540 Ordinary
04/05/2023 GAUS Sell 33,740 5,437 Ordinary
04/05/2023 GAUS Sell 100,909 16,261 Ordinary
04/05/2023 GAUS Sell 33,740 5,437 Ordinary
04/05/2023 GAUS Sell 33,740 5,437 Ordinary
04/05/2023 GAUS Sell 74,324 11,977 Ordinary
04/06/2023 GSI Sell 22,456 3,685 Ordinary
04/06/2023 GAUS Sell 199,197 32,569 Ordinary
04/06/2023 GAUS Sell 712,705 116,581 Ordinary
04/06/2023 GAUS Sell 75,517 12,228 Ordinary
04/06/2023 GAUS Sell 219,738 35,581 Ordinary
04/06/2023 GAUS Sell 261,232 42,300 Ordinary
04/06/2023 GAUS Sell 480,970 77,881 Ordinary
04/06/2023 GAUS Sell 219,738 35,581 Ordinary
04/06/2023 GAUS Sell 197,332 31,953 Ordinary
04/06/2023 GAUS Sell 497,206 80,510 Ordinary
04/06/2023 GAUS Sell 480,970 77,881 Ordinary
04/06/2023 GSCO
Return of Borrowed
Securities N/A 8,879 Ordinary
04/11/2023 GAUS Sell 15,847 2,574 Ordinary
04/11/2023 GAUS Sell 124,297 20,134 Ordinary
04/11/2023 GAUS Sell 548,175 88,570 Ordinary
04/11/2023 GAUS Sell 436,982 70,625 Ordinary
04/11/2023 GAUS Sell 515,347 83,854 Ordinary
04/11/2023 GAUS Sell 131,095 21,331 Ordinary
04/11/2023 GAUS Sell 173,022 28,153 Ordinary

46

04/11/2023 GAUS Sell 342,325 55,701 Ordinary
04/11/2023 GAUS Sell 515,347 83,854 Ordinary
04/11/2023 GAUS Sell 342,325 55,701 Ordinary
04/12/2023 GSAMLP Buy 2,945 472 Ordinary
04/12/2023 GSI Sell 9,237 1,483 Ordinary
04/12/2023 GAUS Sell 166,771 26,716 Ordinary
04/12/2023 GAUS Sell 360,715 57,891 Ordinary
04/12/2023 GAUS Sell 654,433 104,933 Ordinary
04/12/2023 GAUS Sell 31,821 5,102 Ordinary
04/12/2023 GAUS Sell 13,904 2,252 Ordinary
04/12/2023 GAUS Sell 149,411 24,200 Ordinary
04/12/2023 GAUS Sell 40,736 6,598 Ordinary
04/12/2023 GAUS Sell 22,634 3,625 Ordinary
04/12/2023 GAUS Sell 250,313 40,543 Ordinary
04/12/2023 GAUS Sell 164,945 26,716 Ordinary
04/12/2023 GAUS Sell 250,313 40,543 Ordinary
04/12/2023 GAUS Sell 250,313 40,543 Ordinary
04/12/2023 GAUS Sell 264,216 42,795 Ordinary
04/13/2023 GSI Sell 5,478 885 Ordinary
04/13/2023 GAUS Sell 107,396 17,443 Ordinary
04/13/2023 GAUS Sell 270,809 43,857 Ordinary
04/13/2023 GAUS Sell 357,635 57,943 Ordinary
04/13/2023 GAUS Sell 247,174 39,997 Ordinary
04/13/2023 GAUS Sell 26,546 4,252 Ordinary
04/13/2023 GAUS Sell 38,673 6,216 Ordinary
04/13/2023 GAUS Sell 13,768 2,213 Ordinary
04/13/2023 GAUS Sell 272,859 43,857 Ordinary
04/13/2023 GAUS Sell 13,768 2,213 Ordinary
04/13/2023 GAUS Sell 13,768 2,213 Ordinary
04/13/2023 GAUS Sell 13,768 2,213 Ordinary
04/13/2023 GSI Sell 107,396 17,443 Ordinary
04/14/2023 GSAMLP Sell 38,413 6,146 Ordinary
04/14/2023 GSI Sell 28,501 4,587 Ordinary
04/14/2023 GSI Sell 1,412 227 Ordinary
04/14/2023 GAUS Sell 104,223 16,700 Ordinary
04/14/2023 GAUS Sell 164,859 26,374 Ordinary
04/14/2023 GAUS Sell 143,279 23,015 Ordinary
04/14/2023 GAUS Sell 256,659 41,248 Ordinary
04/14/2023 GAUS Sell 352,589 56,512 Ordinary
04/14/2023 GAUS Sell 252,566 40,873 Ordinary
04/14/2023 GAUS Sell 17,920 2,900 Ordinary

47

04/14/2023 GAUS Sell 11,982 1,939 Ordinary
04/14/2023 GAUS Sell 11,982 1,939 Ordinary
04/14/2023 GAUS Sell 142,216 23,015 Ordinary
04/14/2023 GAUS Sell 11,982 1,939 Ordinary
04/14/2023 GAUS Sell 264,548 42,812 Ordinary
04/17/2023 GSAMLP Sell 151,606 24,374 Ordinary
04/17/2023 GSI Sell 3,124 501 Ordinary
04/17/2023 GAUS Sell 617,410 98,911 Ordinary
04/17/2023 GAUS Sell 178,723 28,580 Ordinary
04/17/2023 GAUS Sell 14,713 2,356 Ordinary
04/17/2023 GAUS Sell 39,404 6,286 Ordinary
04/17/2023 GAUS Sell 121,421 19,370 Ordinary
04/17/2023 GAUS Sell 269,156 42,938 Ordinary
04/17/2023 GAUS Sell 172,496 27,518 Ordinary
04/17/2023 GAUS Sell 121,421 19,370 Ordinary
04/17/2023 GAUS Sell 121,421 19,370 Ordinary
04/17/2023 GAUS Sell 160,824 25,656 Ordinary
04/18/2023 GSI Sell 20,873 3,280 Ordinary
04/18/2023 GSI Sell 1,329 208 Ordinary
04/18/2023 GAUS Sell 39,100 6,142 Ordinary
04/18/2023 GAUS Sell 74,878 11,908 Ordinary
04/18/2023 GAUS Sell 295,959 46,501 Ordinary
04/18/2023 GAUS Sell 754,039 118,530 Ordinary
04/18/2023 GAUS Sell 511,712 80,501 Ordinary
04/18/2023 GAUS Sell 16,064 2,518 Ordinary
04/18/2023 GAUS Sell 19,867 3,114 Ordinary
04/18/2023 GAUS Sell 206,528 33,200 Ordinary
04/18/2023 GAUS Sell 115,799 18,615 Ordinary
04/18/2023 GAUS Sell 295,877 47,563 Ordinary
04/18/2023 GAUS Sell 115,799 18,615 Ordinary
04/18/2023 GAUS Sell 115,799 18,615 Ordinary
04/18/2023 GAUS Sell 115,799 18,615 Ordinary
04/19/2023 GSI Sell 22,925 3,559 Ordinary
04/19/2023 GAUS Sell 2,638 410 Ordinary
04/19/2023 GAUS Sell 19,618 3,063 Ordinary
04/19/2023 GAUS Sell 88,419 13,705 Ordinary
04/19/2023 GAUS Sell 152,930 23,745 Ordinary
04/19/2023 GAUS Sell 380,604 59,098 Ordinary
04/19/2023 GAUS Sell 36,018 5,587 Ordinary
04/19/2023 GAUS Sell 11,278 1,765 Ordinary
04/19/2023 GAUS Sell 4,946 774 Ordinary

48

04/19/2023 GAUS Sell 554,400 86,761 Ordinary
04/19/2023 GAUS Sell 145,378 22,751 Ordinary
04/19/2023 GAUS Sell 4,946 774 Ordinary
04/19/2023 GAUS Sell 4,946 774 Ordinary
04/19/2023 GAUS Sell 16,224 2,539 Ordinary
04/20/2023 GSI Sell 29,272 4,566 Ordinary
04/20/2023 GAUS Sell 15,450 2,400 Ordinary
04/20/2023 GAUS Sell 2,935 457 Ordinary
04/20/2023 GAUS Sell 31,421 4,886 Ordinary
04/20/2023 GAUS Sell 8,564 1,332 Ordinary
04/20/2023 GAUS Sell 431,701 67,214 Ordinary
04/20/2023 GAUS Sell 159,905 24,874 Ordinary
04/20/2023 GAUS Sell 164,274 25,546 Ordinary
04/20/2023 GAUS Sell 7,112 1,107 Ordinary
04/20/2023 GAUS Sell 3,662 570 Ordinary
04/20/2023 GAUS Sell 27,986 4,300 Ordinary
04/20/2023 GAUS Sell 437,454 67,214 Ordinary
04/20/2023 GAUS Sell 2,974 457 Ordinary
04/20/2023 GSCO
Return of Borrowed
Securities N/A 6,843 Ordinary
04/20/2023 GAUS Sell 2,974 457 Ordinary
04/21/2023 GSI Sell 36,101 5,748 Ordinary
04/21/2023 GSI Sell 19,107 3,043 Ordinary
04/21/2023 GAUS Sell 129,452 20,600 Ordinary
04/21/2023 GAUS Sell 1,951 313 Ordinary
04/21/2023 GAUS Sell 39,120 6,241 Ordinary
04/21/2023 GAUS Sell 9,177 1,465 Ordinary
04/21/2023 GAUS Sell 269,482 43,063 Ordinary
04/21/2023 GAUS Sell 451,478 72,154 Ordinary
04/21/2023 GAUS Sell 601,686 96,170 Ordinary
04/21/2023 GAUS Sell 221,658 34,762 Ordinary
04/21/2023 GAUS Sell 195,757 30,700 Ordinary
04/21/2023 GAUS Sell 37,022 5,806 Ordinary
04/21/2023 GAUS Sell 276,642 43,385 Ordinary
04/21/2023 GAUS Sell 153,136 24,016 Ordinary
04/21/2023 GAUS Sell 1,996 313 Ordinary
04/21/2023 GAUS Sell 37,022 5,806 Ordinary
04/21/2023 GAUS Sell 37,022 5,806 Ordinary
04/21/2023 GAUS Sell 258,679 40,568 Ordinary
04/21/2023 GSCO
Return of Borrowed
Securities N/A 11,046 Ordinary
04/21/2023 GAUS Sell 1,996 313 Ordinary

49

04/24/2023 GSI Sell 3,949 633 Ordinary
04/24/2023 GSI Sell 7,169 1,150 Ordinary
04/24/2023 GAUS Sell 57,344 9,200 Ordinary
04/24/2023 GAUS Sell 7,055 1,133 Ordinary
04/24/2023 GAUS Sell 214,503 34,417 Ordinary
04/24/2023 GAUS Sell 25,844 4,154 Ordinary
04/24/2023 GAUS Sell 479,256 77,158 Ordinary
04/24/2023 GAUS Sell 461,143 74,058 Ordinary
04/24/2023 GAUS Sell 517,689 83,275 Ordinary
04/24/2023 GAUS Sell 213,776 34,417 Ordinary
04/24/2023 GAUS Sell 479,256 77,158 Ordinary
04/24/2023 GAUS Sell 479,256 77,158 Ordinary
04/24/2023 GAUS Sell 57,250 9,217 Ordinary
04/24/2023 GAUS Sell 479,256 77,158 Ordinary
04/26/2023 GSI Sell 32,198 5,469 Ordinary
04/26/2023 GAUS Sell 154,303 25,921 Ordinary
04/26/2023 GAUS Sell 9,659 1,618 Ordinary
04/26/2023 GAUS Sell 24,686 4,209 Ordinary
04/26/2023 GAUS Sell 465,907 78,792 Ordinary
04/26/2023 GAUS Sell 734,710 124,326 Ordinary
04/26/2023 GAUS Sell 1,191,016 201,419 Ordinary
04/26/2023 GAUS Sell 272,166 44,200 Ordinary
04/26/2023 GAUS Sell 950,523 154,366 Ordinary
04/26/2023 GAUS Sell 22,321 3,625 Ordinary
04/26/2023 GAUS Sell 485,169 78,792 Ordinary
04/26/2023 GAUS Sell 950,523 154,366 Ordinary
04/26/2023 GAUS Sell 950,523 154,366 Ordinary
04/26/2023 GAUS Sell 950,523 154,366 Ordinary
04/27/2023 GAUS Sell 469,079 79,873 Ordinary
04/27/2023 GAUS Sell 584,030 98,756 Ordinary
04/27/2023 GAUS Sell 529,739 90,090 Ordinary
04/27/2023 GAUS Sell 470,606 79,853 Ordinary
04/27/2023 GAUS Sell 474,141 80,322 Ordinary
04/27/2023 GAUS Sell 287,706 49,205 Ordinary
04/27/2023 GAUS Sell 398,181 68,099 Ordinary
04/27/2023 GAUS Sell 287,706 49,205 Ordinary
04/27/2023 GAUS Sell 2,742 469 Ordinary
04/27/2023 GAUS Sell 287,706 49,205 Ordinary
04/27/2023 GAUS Sell 362,092 61,927 Ordinary
04/27/2023 GSCO
Return of Borrowed
Securities N/A 28,000 Ordinary
04/28/2023 GSI Sell 25,594 4,338 Ordinary

50

04/28/2023 GAUS Sell 110,478 18,772 Ordinary
04/28/2023 GAUS Sell 325,517 55,488 Ordinary
04/28/2023 GAUS Sell 1,278,814 218,532 Ordinary
04/28/2023 GAUS Sell 560,929 95,560 Ordinary
04/28/2023 GAUS Sell 19,667 3,400 Ordinary
04/28/2023 GAUS Sell 99,377 17,180 Ordinary
04/28/2023 GAUS Sell 106,405 18,395 Ordinary
04/28/2023 GAUS Sell 121 21 Ordinary
04/28/2023 GAUS Sell 320,969 55,488 Ordinary
04/28/2023 GAUS Sell 121 21 Ordinary
04/28/2023 GAUS Sell 121 21 Ordinary
04/28/2023 GSCO
Return of Borrowed
Securities N/A 14,000 Ordinary
05/01/2023 GSI Sell 39,644 6,778 Ordinary
05/01/2023 GAUS Sell 412,853 70,446 Ordinary
05/01/2023 GAUS Sell 472,283 80,626 Ordinary
05/01/2023 GAUS Sell 404,709 68,843 Ordinary
05/01/2023 GAUS Sell 172,114 29,477 Ordinary
05/01/2023 GAUS Sell 251,657 43,100 Ordinary
05/01/2023 GAUS Sell 16,291 2,790 Ordinary
05/01/2023 GAUS Sell 401,969 68,843 Ordinary
05/01/2023 GAUS Sell 1,216,603 208,361 Ordinary
05/01/2023 GAUS Sell 16,291 2,790 Ordinary
05/01/2023 GAUS Sell 16,291 2,790 Ordinary
05/01/2023 GSI
Return of Borrowed
Securities N/A 321,269 Ordinary
05/02/2023 GAUS Sell 179,858 31,036 Ordinary
05/02/2023 GAUS Sell 329,805 56,332 Ordinary
05/02/2023 GAUS Sell 957,195 164,345 Ordinary
05/02/2023 GAUS Sell 143,935 24,700 Ordinary
05/02/2023 GAUS Sell 181,499 31,146 Ordinary
05/02/2023 GAUS Sell 10,495 1,801 Ordinary
05/02/2023 GAUS Sell 328,266 56,332 Ordinary
05/02/2023 GAUS Sell 944,153 162,021 Ordinary
05/02/2023 GSI Sell 12 2 Ordinary
05/02/2023 GSI
Return of Borrowed
Securities N/A 108,187 Ordinary
05/02/2023 GSCO
Return of Borrowed
Securities N/A 35,000 Ordinary
05/02/2023 GSI Sell 179,858 31,036 Ordinary
05/03/2023 GAUS Sell 61,178 10,600 Ordinary
05/03/2023 GAUS Sell 5,282 919 Ordinary

51

05/03/2023 GAUS Sell 589,354 102,628 Ordinary
05/03/2023 GAUS Sell 468,393 81,413 Ordinary
05/03/2023 GAUS Sell 17,363 3,000 Ordinary
05/03/2023 GAUS Sell 106,162 18,343 Ordinary
05/03/2023 GAUS Sell 6 1 Ordinary
05/03/2023 GAUS Sell 738,110 127,533 Ordinary
05/03/2023 GAUS Sell 466,978 80,686 Ordinary
05/03/2023 GAUS Sell 6 1 Ordinary
05/03/2023 GAUS Sell 6 1 Ordinary
05/04/2023 GAUS Sell 173,723 30,548 Ordinary
05/04/2023 GAUS Sell 7,737 1,360 Ordinary
05/04/2023 GAUS Sell 48,769 8,608 Ordinary
05/04/2023 GAUS Sell 608,468 107,081 Ordinary
05/04/2023 GAUS Sell 422,745 74,286 Ordinary
05/04/2023 GAUS Sell 427,177 75,013 Ordinary
05/04/2023 GAUS Sell 253,066 44,500 Ordinary
05/04/2023 GAUS Sell 15,974 2,809 Ordinary
05/04/2023 GAUS Sell 582,558 102,439 Ordinary
05/04/2023 GAUS Sell 582,558 102,439 Ordinary
05/04/2023 GAUS Sell 582,558 102,439 Ordinary
05/04/2023 GAUS Sell 739,743 130,079 Ordinary
05/04/2023 GSI Sell 12 2 Ordinary
05/05/2023 GAUS Sell 184,056 32,500 Ordinary
05/05/2023 GAUS Sell 26,324 4,608 Ordinary
05/05/2023 GAUS Sell 660,980 116,041 Ordinary
05/05/2023 GAUS Sell 542,345 95,082 Ordinary
05/05/2023 GAUS Sell 672,311 117,907 Ordinary
05/05/2023 GAUS Sell 1,038,975 182,211 Ordinary
05/05/2023 GAUS Sell 60,447 10,601 Ordinary
05/05/2023 GAUS Sell 6,763 1,186 Ordinary
05/05/2023 GAUS Sell 592,608 103,929 Ordinary
05/05/2023 GAUS Sell 542,162 95,082 Ordinary
05/05/2023 GAUS Sell 6,763 1,186 Ordinary
05/05/2023 GAUS Sell 6,763 1,186 Ordinary
05/05/2023 GSI Sell 11 2 Ordinary
05/08/2023 GSI Sell 3,975 690 Ordinary
05/08/2023 GAUS Sell 74,477 12,992 Ordinary
05/08/2023 GAUS Sell 4,236 742 Ordinary
05/08/2023 GAUS Sell 570,720 99,371 Ordinary
05/08/2023 GAUS Sell 492,348 85,833 Ordinary
05/08/2023 GAUS Sell 1,150 200 Ordinary

52

05/08/2023 GAUS Sell 318,958 55,877 Ordinary
05/08/2023 GAUS Sell 567,232 99,371 Ordinary
05/08/2023 GAUS Sell 641,633 112,405 Ordinary
05/08/2023 GSI Borrow of Securities N/A 27,000 Ordinary
05/09/2023 GSAMLP Sell 6,278 1,121 Ordinary
05/09/2023 GAUS Sell 52,142 9,122 Ordinary
05/09/2023 GAUS Sell 74,338 13,233 Ordinary
05/09/2023 GAUS Sell 279 49 Ordinary
05/09/2023 GAUS Sell 611,307 109,062 Ordinary
05/09/2023 GAUS Sell 584,151 103,750 Ordinary
05/09/2023 GAUS Sell 218,931 38,856 Ordinary
05/09/2023 GAUS Sell 220,262 39,063 Ordinary
05/09/2023 GAUS Sell 17,536 3,070 Ordinary
05/09/2023 GAUS Sell 101,037 17,691 Ordinary
05/09/2023 GAUS Sell 33,125 5,800 Ordinary
05/09/2023 GAUS Sell 469,519 82,210 Ordinary
05/09/2023 GAUS Sell 11,251 1,970 Ordinary
05/09/2023 GAUS Sell 469,519 82,210 Ordinary
05/09/2023 GAUS Sell 469,519 82,210 Ordinary
05/09/2023 GSI Buy 11 2 Ordinary
05/10/2023 GAUS Sell 701,746 124,145 Ordinary
05/10/2023 GAUS Sell 26,362 4,744 Ordinary
05/10/2023 GAUS Sell 428,298 76,445 Ordinary
05/10/2023 GAUS Sell 449,893 80,273 Ordinary
05/10/2023 GAUS Sell 150,322 27,000 Ordinary
05/10/2023 GAUS Sell 88,055 15,816 Ordinary
05/10/2023 GAUS Sell 1,259,461 226,218 Ordinary
05/10/2023 GAUS Sell 426,757 76,652 Ordinary
05/10/2023 GAUS Sell 465,524 83,615 Ordinary
05/10/2023 GAUS Sell 1,259,461 226,218 Ordinary
05/10/2023 GAUS Sell 1,259,461 226,218 Ordinary
05/10/2023 GSI Sell 701,746 124,145 Ordinary
05/11/2023 GAUS Sell 3,190 563 Ordinary
05/11/2023 GAUS Sell 20,097 3,565 Ordinary
05/11/2023 GAUS Sell 613,719 108,372 Ordinary
05/11/2023 GAUS Sell 314,371 55,561 Ordinary
05/11/2023 GAUS Sell 160,759 28,421 Ordinary
05/11/2023 GAUS Sell 20,897 3,700 Ordinary
05/11/2023 GAUS Sell 48,340 8,559 Ordinary
05/11/2023 GAUS Sell 322,552 57,110 Ordinary
05/11/2023 GAUS Sell 217,834 38,569 Ordinary

53

05/11/2023 GAUS Sell 143,621 25,429 Ordinary
05/11/2023 GAUS Sell 322,552 57,110 Ordinary
05/11/2023 GAUS Sell 322,552 57,110 Ordinary
05/12/2023 GAUS Sell 9,247 1,608 Ordinary
05/12/2023 GAUS Sell 415,355 72,125 Ordinary
05/12/2023 GAUS Sell 544,301 94,716 Ordinary
05/12/2023 GAUS Sell 1,273,918 221,145 Ordinary
05/12/2023 GAUS Sell 46,654 8,206 Ordinary
05/12/2023 GAUS Sell 2,148 374 Ordinary
05/12/2023 GAUS Sell 17,624 3,100 Ordinary
05/12/2023 GAUS Sell 146,789 25,819 Ordinary
05/12/2023 GAUS Sell 427,063 75,117 Ordinary
05/12/2023 GAUS Sell 146,789 25,819 Ordinary
05/12/2023 GAUS Sell 146,789 25,819 Ordinary
05/15/2023 GSI Sell 18,033 3,172 Ordinary
05/15/2023 GAUS Sell 121,529 21,221 Ordinary
05/15/2023 GAUS Sell 38,547 6,741 Ordinary
05/15/2023 GAUS Sell 13,825 2,415 Ordinary
05/15/2023 GAUS Sell 77,743 13,604 Ordinary
05/15/2023 GAUS Sell 251,477 44,159 Ordinary
05/15/2023 GAUS Sell 242,058 42,610 Ordinary
05/15/2023 GAUS Sell 595,663 104,425 Ordinary
05/15/2023 GAUS Sell 34,513 5,972 Ordinary
05/15/2023 GAUS Sell 179,859 31,122 Ordinary
05/15/2023 GAUS Sell 1,101,533 190,604 Ordinary
05/15/2023 GAUS Sell 2,809 486 Ordinary
05/16/2023 GSI Sell 16,293 2,875 Ordinary
05/16/2023 GAUS Sell 334,276 59,377 Ordinary
05/16/2023 GAUS Sell 5,656 998 Ordinary
05/16/2023 GAUS Sell 172,233 30,377 Ordinary
05/16/2023 GAUS Sell 615,502 108,999 Ordinary
05/16/2023 GAUS Sell 612,151 108,461 Ordinary
05/16/2023 GAUS Sell 14,760 2,638 Ordinary
05/16/2023 GAUS Sell 159,769 28,304 Ordinary
05/16/2023 GAUS Sell 20,394 3,600 Ordinary
05/16/2023 GAUS Sell 46,175 8,151 Ordinary
05/16/2023 GAUS Sell 108,454 19,145 Ordinary
05/17/2023 GAUS Sell 820,210 146,958 Ordinary
05/17/2023 GAUS Sell 6,240 1,117 Ordinary
05/17/2023 GAUS Sell 498,900 89,474 Ordinary
05/17/2023 GAUS Sell 491,653 88,132 Ordinary

54

05/17/2023 GAUS Sell 498,619 89,390 Ordinary
05/17/2023 GAUS Sell 302,607 54,441 Ordinary
05/17/2023 GAUS Sell 54,239 9,758 Ordinary
05/17/2023 GAUS Sell 347,686 62,551 Ordinary
05/17/2023 GAUS Sell 170,227 30,625 Ordinary
05/17/2023 GAUS Sell 649,915 116,924 Ordinary
05/17/2023 GAUS Sell 347,686 62,551 Ordinary
05/17/2023 GAUS Sell 347,686 62,551 Ordinary
05/18/2023 GAUS Sell 90,894 16,019 Ordinary
05/18/2023 GAUS Sell 2,340 414 Ordinary
05/18/2023 GAUS Sell 575,010 101,443 Ordinary
05/18/2023 GAUS Sell 11,883 2,091 Ordinary
05/18/2023 GAUS Sell 6,985 1,236 Ordinary
05/18/2023 GAUS Sell 493,130 86,862 Ordinary
05/18/2023 GAUS Sell 473,227 83,325 Ordinary
05/18/2023 GAUS Sell 101,073 17,818 Ordinary
05/18/2023 GAUS Sell 171,679 30,669 Ordinary
05/18/2023 GAUS Sell 315,867 56,427 Ordinary
05/18/2023 GAUS Sell 13,368 2,388 Ordinary
05/18/2023 GAUS Sell 171,679 30,669 Ordinary
05/18/2023 GAUS Sell 171,679 30,669 Ordinary
05/19/2023 GAUS Sell 182,567 31,897 Ordinary
05/19/2023 GAUS Sell 60,764 10,646 Ordinary
05/19/2023 GAUS Sell 11,511 2,040 Ordinary
05/19/2023 GAUS Sell 259,352 45,418 Ordinary
05/19/2023 GAUS Sell 390,125 68,407 Ordinary
05/19/2023 GAUS Sell 378,256 66,402 Ordinary
05/19/2023 GAUS Sell 44,691 7,950 Ordinary
05/19/2023 GAUS Sell 17,989 3,200 Ordinary
05/19/2023 GAUS Sell 10,968 1,951 Ordinary
05/19/2023 GAUS Sell 129,284 22,998 Ordinary
05/19/2023 GAUS Sell 663,418 118,014 Ordinary
05/19/2023 GAUS Sell 129,284 22,998 Ordinary
05/19/2023 GAUS Sell 129,284 22,998 Ordinary
05/22/2023 GSAMLP Sell 120 21 Ordinary
05/22/2023 GAUS Sell 51,573 9,014 Ordinary
05/22/2023 GAUS Sell 47,449 8,303 Ordinary
05/22/2023 GAUS Sell 478 84 Ordinary
05/22/2023 GAUS Sell 481,819 84,474 Ordinary
05/22/2023 GAUS Sell 234,716 41,066 Ordinary
05/22/2023 GAUS Sell 34,207 5,967 Ordinary

55

05/22/2023 GAUS Sell 340,824 59,453 Ordinary
05/22/2023 GAUS Sell 484,261 84,474 Ordinary
05/22/2023 GAUS Sell 252,249 44,002 Ordinary
05/22/2023 GAUS Sell 21,916 3,823 Ordinary
05/22/2023 GAUS Sell 340,824 59,453 Ordinary
05/22/2023 GAUS Sell 340,824 59,453 Ordinary
05/23/2023 GAUS Sell 197,848 34,552 Ordinary
05/23/2023 GAUS Sell 20,938 3,636 Ordinary
05/23/2023 GAUS Sell 5,853 1,019 Ordinary
05/23/2023 GAUS Sell 7,974 1,393 Ordinary
05/23/2023 GAUS Sell 112,964 19,871 Ordinary
05/23/2023 GAUS Sell 299,938 52,663 Ordinary
05/23/2023 GAUS Sell 245,537 43,022 Ordinary
05/23/2023 GAUS Sell 30,478 5,300 Ordinary
05/23/2023 GAUS Sell 3,080 541 Ordinary
05/23/2023 GAUS Sell 98,914 17,344 Ordinary
05/23/2023 GAUS Sell 587,546 103,023 Ordinary
05/23/2023 GAUS Sell 8,376 1,462 Ordinary
05/23/2023 GAUS Sell 43,211 7,579 Ordinary
05/23/2023 GAUS Sell 44,296 7,767 Ordinary
05/23/2023 GAUS Sell 114,569 20,089 Ordinary
05/23/2023 GAUS Sell 54,983 9,641 Ordinary
05/23/2023 GAUS Sell 73,056 12,810 Ordinary
05/23/2023 GAUS Sell 44,296 7,767 Ordinary
05/23/2023 GAUS Sell 44,296 7,767 Ordinary
05/24/2023 GAUS Sell 7,379 1,284 Ordinary
05/24/2023 GAUS Sell 54,397 9,457 Ordinary
05/24/2023 GAUS Sell 307,020 53,260 Ordinary
05/24/2023 GAUS Sell 1,778 310 Ordinary
05/24/2023 GAUS Sell 6,230 1,085 Ordinary
05/24/2023 GAUS Sell 35,926 6,236 Ordinary
05/24/2023 GAUS Sell 26,706 4,639 Ordinary
05/24/2023 GAUS Sell 543,784 94,312 Ordinary
05/24/2023 GAUS Sell 32,985 5,745 Ordinary
05/24/2023 GAUS Sell 20,938 3,657 Ordinary
05/24/2023 GAUS Sell 75,211 13,136 Ordinary
05/24/2023 GAUS Sell 304,945 53,260 Ordinary
05/24/2023 GAUS Sell 536,550 93,711 Ordinary
05/24/2023 GAUS Sell 32,893 5,745 Ordinary
05/24/2023 GAUS Sell 88,695 15,491 Ordinary
05/24/2023 GAUS Sell 75,211 13,136 Ordinary

56

05/24/2023 GAUS Sell 75,211 13,136 Ordinary
05/24/2023 GSI Borrow of Securities N/A 31,910 Ordinary
05/25/2023 GAUS Sell 6,704 1,152 Ordinary
05/25/2023 GAUS Sell 162,228 27,710 Ordinary
05/25/2023 GAUS Sell 721,834 123,937 Ordinary
05/25/2023 GAUS Sell 24,647 4,296 Ordinary
05/25/2023 GAUS Sell 8,660 1,488 Ordinary
05/25/2023 GAUS Sell 22,541 3,878 Ordinary
05/25/2023 GAUS Sell 624,752 107,476 Ordinary
05/25/2023 GAUS Sell 211,176 36,283 Ordinary
05/25/2023 GAUS Sell 213,001 36,513 Ordinary
05/25/2023 GAUS Sell 38,972 6,709 Ordinary
05/25/2023 GAUS Sell 15,905 2,735 Ordinary
05/25/2023 GAUS Sell 28,630 4,970 Ordinary
05/25/2023 GAUS Sell 17,858 3,100 Ordinary
05/25/2023 GAUS Sell 17,858 3,100 Ordinary
05/25/2023 GAUS Sell 17,858 3,100 Ordinary
05/25/2023 GAUS Sell 622,592 108,077 Ordinary
05/25/2023 GAUS Sell 1,325 230 Ordinary
05/25/2023 GSI Buy 6,704 1,152 Ordinary
05/26/2023 GAUS Sell 12,544 2,184 Ordinary
05/26/2023 GAUS Sell 104,030 18,128 Ordinary
05/26/2023 GAUS Sell 31,708 5,503 Ordinary
05/26/2023 GAUS Sell 91,018 15,880 Ordinary
05/26/2023 GAUS Sell 651,679 112,848 Ordinary
05/26/2023 GAUS Sell 739,525 128,810 Ordinary
05/26/2023 GAUS Sell 24,694 4,296 Ordinary
05/26/2023 GAUS Sell 320,432 55,662 Ordinary
05/26/2023 GAUS Sell 315,458 54,774 Ordinary
05/26/2023 GAUS Sell 8,289 1,449 Ordinary
05/26/2023 GAUS Sell 30,665 5,356 Ordinary
05/26/2023 GAUS Sell 14,064 2,420 Ordinary
05/26/2023 GAUS Sell 117,879 20,284 Ordinary
05/26/2023 GAUS Sell 71,766 12,349 Ordinary
05/26/2023 GAUS Sell 3,435 591 Ordinary
05/26/2023 GAUS Sell 117,879 20,284 Ordinary
05/26/2023 GAUS Sell 117,879 20,284 Ordinary
05/26/2023 GSI Buy 92,082 16,044 Ordinary
05/29/2023 GAUS Sell 140,761 24,346 Ordinary
05/29/2023 GAUS Sell 8,018 1,389 Ordinary
05/29/2023 GAUS Sell 16,573 2,869 Ordinary

57

05/29/2023 GAUS Sell 2,920 506 Ordinary
05/29/2023 GAUS Sell 506,025 87,424 Ordinary
05/29/2023 GAUS Sell 174,321 30,111 Ordinary
05/29/2023 GAUS Sell 181,759 31,407 Ordinary
05/29/2023 GAUS Sell 81 14 Ordinary
05/29/2023 GAUS Sell 5,132 887 Ordinary
05/29/2023 GAUS Sell 16,553 2,866 Ordinary
05/29/2023 GAUS Sell 201,307 35,015 Ordinary
05/29/2023 GAUS Sell 523,388 91,037 Ordinary
05/29/2023 GAUS Sell 2,909 506 Ordinary
05/29/2023 GAUS Sell 592,297 103,023 Ordinary
05/29/2023 GAUS Sell 201,307 35,015 Ordinary
05/29/2023 GAUS Sell 201,307 35,015 Ordinary
05/29/2023 GAUS Sell 592,297 103,023 Ordinary
05/30/2023 GAUS Sell 23,561 4,097 Ordinary
05/30/2023 GAUS Sell 8,072 1,398 Ordinary
05/30/2023 GAUS Sell 335,412 58,417 Ordinary
05/30/2023 GAUS Sell 265,408 46,151 Ordinary
05/30/2023 GAUS Sell 148,453 25,864 Ordinary
05/30/2023 GAUS Sell 138,505 24,032 Ordinary
05/30/2023 GAUS Sell 9,757 1,693 Ordinary
05/30/2023 GAUS Sell 144,580 25,086 Ordinary
05/30/2023 GAUS Sell 70,693 12,266 Ordinary
05/30/2023 GAUS Sell 8,057 1,398 Ordinary
05/30/2023 GAUS Sell 407,147 70,644 Ordinary
05/30/2023 GAUS Sell 3,521,893 611,083 Ordinary
05/30/2023 GAUS Sell 9,757 1,693 Ordinary
05/30/2023 GAUS Sell 9,757 1,693 Ordinary
05/30/2023 GSI Sell 407,147 70,644 Ordinary
05/30/2023 GSI Sell 34,580 6,000 Ordinary
05/31/2023 GSAMLP Buy 75,516 13,065 Ordinary
05/31/2023 GSI Sell 185,914 32,165 Ordinary
05/31/2023 GAUS Sell 102,533 17,909 Ordinary
05/31/2023 GAUS Sell 355,305 62,055 Ordinary
05/31/2023 GAUS Sell 481 84 Ordinary
05/31/2023 GAUS Sell 483 84 Ordinary
05/31/2023 GAUS Sell 346,190 60,490 Ordinary
05/31/2023 GAUS Sell 280,812 49,005 Ordinary
05/31/2023 GAUS Sell 8,899 1,557 Ordinary
05/31/2023 GAUS Sell 59,723 10,372 Ordinary
05/31/2023 GAUS Sell 229,269 40,059 Ordinary

58

05/31/2023 GAUS Sell 13,563 2,374 Ordinary
05/31/2023 GAUS Sell 23,401 4,064 Ordinary
05/31/2023 GAUS Sell 244,315 42,430 Ordinary
05/31/2023 GAUS Sell 35,694 6,199 Ordinary
05/31/2023 GAUS Sell 23,401 4,064 Ordinary
05/31/2023 GAUS Sell 23,401 4,064 Ordinary
05/31/2023 GAUS Sell 65,011 11,378 Ordinary
05/31/2023 GAUS Sell 470,770 82,068 Ordinary
05/31/2023 GSI Sell 355,305 62,055 Ordinary
06/01/2023 GAUS Sell 26,476 4,605 Ordinary
06/01/2023 GAUS Sell 40,589 7,022 Ordinary
06/01/2023 GAUS Sell 338,561 59,076 Ordinary
06/01/2023 GAUS Sell 243,068 42,199 Ordinary
06/01/2023 GAUS Sell 142,589 24,861 Ordinary
06/01/2023 GAUS Sell 257,809 44,871 Ordinary
06/01/2023 GAUS Sell 167,522 29,198 Ordinary
06/01/2023 GAUS Sell 25,077 4,365 Ordinary
06/01/2023 GAUS Sell 166,221 28,933 Ordinary
06/01/2023 GAUS Sell 68,142 11,861 Ordinary
06/01/2023 GAUS Sell 25,077 4,365 Ordinary
06/01/2023 GAUS Sell 25,077 4,365 Ordinary
06/01/2023 GSI Sell 26,476 4,605 Ordinary
06/02/2023 GSI Sell 29,423 5,126 Ordinary
06/02/2023 GAUS Sell 23,112 4,000 Ordinary
06/02/2023 GAUS Sell 2,590 448 Ordinary
06/02/2023 GAUS Sell 179,289 31,027 Ordinary
06/02/2023 GAUS Sell 5,329 924 Ordinary
06/02/2023 GAUS Sell 425,332 73,641 Ordinary
06/02/2023 GAUS Sell 614,366 106,353 Ordinary
06/02/2023 GAUS Sell 623,183 107,879 Ordinary
06/02/2023 GAUS Sell 282,721 48,971 Ordinary
06/02/2023 GAUS Sell 83,946 14,537 Ordinary
06/02/2023 GAUS Sell 29,670 5,132 Ordinary
06/02/2023 GAUS Sell 21,037 3,634 Ordinary
06/02/2023 GAUS Sell 91,012 15,780 Ordinary
06/02/2023 GAUS Sell 40,996 7,108 Ordinary
06/02/2023 GAUS Sell 5,329 924 Ordinary
06/02/2023 GAUS Sell 283,972 49,236 Ordinary
06/02/2023 GAUS Sell 40,996 7,108 Ordinary
06/02/2023 GAUS Sell 40,996 7,108 Ordinary
06/02/2023 GSI Sell 179,289 31,027 Ordinary

59

06/02/2023 GSI Sell 23,112 4,000 Ordinary
06/05/2023 GSI Sell 2,417 421 Ordinary
06/05/2023 GSI Sell 2,417 421 Ordinary
06/05/2023 GSI Sell 6,601 1,150 Ordinary
06/05/2023 GSI Sell 6,601 1,150 Ordinary
06/05/2023 GSI Sell 2,870 500 Ordinary
06/05/2023 GAUS Sell 54,657 9,308 Ordinary
06/05/2023 GAUS Sell 13,874 2,375 Ordinary
06/05/2023 GAUS Sell 11,033 1,887 Ordinary
06/05/2023 GAUS Sell 900 154 Ordinary
06/05/2023 GAUS Sell 530,339 90,720 Ordinary
06/05/2023 GAUS Sell 8,242 1,410 Ordinary
06/05/2023 GAUS Sell 264,735 45,306 Ordinary
06/05/2023 GAUS Sell 45,918 7,893 Ordinary
06/05/2023 GAUS Sell 635,268 108,829 Ordinary
06/05/2023 GAUS Sell 393,090 67,218 Ordinary
06/05/2023 GAUS Sell 20,896 3,578 Ordinary
06/05/2023 GAUS Sell 29,943 5,113 Ordinary
06/05/2023 GAUS Sell 18,950 3,282 Ordinary
06/05/2023 GAUS Sell 38,212 6,618 Ordinary
06/05/2023 GAUS Sell 13,563 2,349 Ordinary
06/05/2023 GAUS Sell 20,659 3,578 Ordinary
06/05/2023 GAUS Sell 5,335 924 Ordinary
06/05/2023 GAUS Sell 13,563 2,349 Ordinary
06/05/2023 GAUS Sell 13,563 2,349 Ordinary
06/05/2023 GSI Sell 54,657 9,308 Ordinary
06/05/2023 GSI Buy 900 154 Ordinary
06/06/2023 GSAMLP Sell 34,512 5,674 Ordinary
06/06/2023 GAUS Sell 803,968 131,258 Ordinary
06/06/2023 GAUS Sell 143,331 23,053 Ordinary
06/06/2023 GAUS Sell 2,608,737 424,756 Ordinary
06/06/2023 GAUS Sell 932,098 153,310 Ordinary
06/06/2023 GAUS Sell 141,042 22,686 Ordinary
06/06/2023 GAUS Sell 14,090 2,287 Ordinary
06/06/2023 GAUS Sell 1,751,278 286,112 Ordinary
06/06/2023 GAUS Sell 684,637 111,322 Ordinary
06/06/2023 GAUS Sell 222,853 35,834 Ordinary
06/06/2023 GAUS Sell 71,442 12,182 Ordinary
06/06/2023 GAUS Sell 122,809 20,941 Ordinary
06/06/2023 GAUS Sell 1,593,020 271,637 Ordinary
06/06/2023 GAUS Sell 652,850 111,322 Ordinary

60

06/06/2023 GAUS Sell 12,263 2,091 Ordinary
06/06/2023 GAUS Sell 122,809 20,941 Ordinary
06/06/2023 GAUS Sell 122,809 20,941 Ordinary
06/06/2023 GSAM BV Buy 114,064 18,522 Ordinary
06/06/2023 GSI Sell 12,263 2,091 Ordinary
06/06/2023 GAUS Buy 5,156,671 879,300 Ordinary
06/07/2023 GSI Sell 46 8 Ordinary
06/07/2023 GAUS Sell 35,417 6,116 Ordinary
06/07/2023 GAUS Sell 154,027 26,683 Ordinary
06/07/2023 GAUS Sell 23,977 4,117 Ordinary
06/07/2023 GAUS Sell 12,544 2,172 Ordinary
06/07/2023 GAUS Sell 54,072 9,256 Ordinary
06/07/2023 GAUS Sell 1,759,425 303,032 Ordinary
06/07/2023 GAUS Sell 601,584 103,974 Ordinary
06/07/2023 GAUS Sell 495,971 85,471 Ordinary
06/07/2023 GAUS Sell 495,508 85,471 Ordinary
06/07/2023 GAUS Sell 986,915 170,140 Ordinary
06/07/2023 GAUS Sell 5,866 1,014 Ordinary
06/07/2023 GAUS Sell 31,306 5,224 Ordinary
06/07/2023 GAUS Sell 713 122 Ordinary
06/07/2023 GAUS Sell 989,015 165,034 Ordinary
06/07/2023 GAUS Sell 1,082,881 180,697 Ordinary
06/07/2023 GAUS Sell 6,538 1,091 Ordinary
06/07/2023 GAUS Sell 7,498 1,299 Ordinary
06/07/2023 GAUS Sell 5,801 1,005 Ordinary
06/07/2023 GAUS Sell 129,344 22,407 Ordinary
06/07/2023 GAUS Sell 3,769 653 Ordinary
06/07/2023 GAUS Sell 112,275 19,450 Ordinary
06/07/2023 GAUS Sell 989,015 165,034 Ordinary
06/07/2023 GAUS Sell 989,015 165,034 Ordinary
06/07/2023 GSI Sell 154,027 26,683 Ordinary
06/08/2023 GAUS Sell 53,205 9,237 Ordinary
06/08/2023 GAUS Sell 41,540 7,215 Ordinary
06/08/2023 GAUS Sell 2,626 455 Ordinary
06/08/2023 GAUS Sell 230,749 40,001 Ordinary
06/08/2023 GAUS Sell 1,050,855 182,196 Ordinary
06/08/2023 GAUS Sell 812,275 140,760 Ordinary
06/08/2023 GAUS Sell 217,894 37,903 Ordinary
06/08/2023 GAUS Sell 16,989 2,949 Ordinary
06/08/2023 GAUS Sell 17,314 3,000 Ordinary
06/08/2023 GAUS Sell 497,414 86,187 Ordinary

61

06/08/2023 GAUS Sell 15,150 2,625 Ordinary
06/08/2023 GAUS Sell 531 92 Ordinary
06/08/2023 GAUS Sell 812,373 140,760 Ordinary
06/08/2023 GAUS Sell 230,859 40,001 Ordinary
06/08/2023 GAUS Sell 203,520 35,399 Ordinary
06/08/2023 GAUS Sell 6,020 1,047 Ordinary
06/08/2023 GAUS Sell 11,947 2,078 Ordinary
06/08/2023 GAUS Sell 176,331 30,670 Ordinary
06/08/2023 GAUS Sell 9,222 1,604 Ordinary
06/08/2023 GAUS Sell 531 92 Ordinary
06/08/2023 GAUS Sell 531 92 Ordinary
06/09/2023 GAUS Sell 18,679 3,287 Ordinary
06/09/2023 GAUS Sell 53,814 9,427 Ordinary
06/09/2023 GAUS Sell 1,120,158 196,026 Ordinary
06/09/2023 GAUS Sell 7,167 1,247 Ordinary
06/09/2023 GAUS Sell 579,203 101,646 Ordinary
06/09/2023 GAUS Sell 248,673 43,571 Ordinary
06/09/2023 GAUS Sell 246,588 43,220 Ordinary
06/09/2023 GAUS Sell 8,784 1,525 Ordinary
06/09/2023 GAUS Sell 62,033 10,760 Ordinary
06/09/2023 GAUS Sell 35,572 6,226 Ordinary
06/09/2023 GAUS Sell 322,986 56,024 Ordinary
06/09/2023 GAUS Sell 586,003 101,646 Ordinary
06/09/2023 GAUS Sell 2,024 351 Ordinary
06/09/2023 GAUS Sell 239,647 41,888 Ordinary
06/09/2023 GAUS Sell 6,905 1,207 Ordinary
06/09/2023 GAUS Sell 13,708 2,396 Ordinary
06/09/2023 GAUS Sell 208,432 36,432 Ordinary
06/09/2023 GAUS Sell 10,601 1,853 Ordinary
06/09/2023 GAUS Sell 322,986 56,024 Ordinary
06/09/2023 GAUS Sell 322,986 56,024 Ordinary
06/09/2023 GSI Sell 46 8 Ordinary
06/13/2023 GSAMLP Sell 1,796 319 Ordinary
06/13/2023 GAUS Sell 213,199 37,975 Ordinary
06/13/2023 GAUS Sell 660 115 Ordinary
06/13/2023 GAUS Sell 458,981 81,841 Ordinary
06/13/2023 GAUS Sell 461,447 81,997 Ordinary
06/13/2023 GAUS Sell 739,400 131,208 Ordinary
06/13/2023 GAUS Sell 351,019 62,574 Ordinary
06/13/2023 GAUS Sell 22,113 3,869 Ordinary
06/13/2023 GAUS Sell 250,481 43,668 Ordinary

62

06/13/2023 GAUS Sell 8,702 1,517 Ordinary
06/13/2023 GAUS Sell 660 115 Ordinary
06/13/2023 GAUS Sell 752,612 131,208 Ordinary
06/13/2023 GAUS Sell 470,337 81,997 Ordinary
06/13/2023 GAUS Sell 8,702 1,517 Ordinary
06/13/2023 GAUS Sell 8,702 1,517 Ordinary
06/13/2023 GSI
Return of Borrowed
Securities N/A 28,732 Ordinary
06/13/2023 GSCO
Return of Borrowed
Securities N/A 66,000 Ordinary
06/14/2023 GAUS Sell 165,078 29,519 Ordinary
06/14/2023 GAUS Sell 44,856 7,933 Ordinary
06/14/2023 GAUS Sell 311,742 55,849 Ordinary
06/14/2023 GAUS Sell 27,137 4,838 Ordinary
06/14/2023 GAUS Sell 2,132 376 Ordinary
06/14/2023 GAUS Sell 854,730 152,725 Ordinary
06/14/2023 GAUS Sell 331,616 59,293 Ordinary
06/14/2023 GAUS Sell 54,084 9,558 Ordinary
06/14/2023 GAUS Sell 55,431 9,796 Ordinary
06/14/2023 GAUS Sell 31,523 5,571 Ordinary
06/14/2023 GAUS Sell 31,523 5,571 Ordinary
06/14/2023 GAUS Sell 31,523 5,571 Ordinary
06/14/2023 GAUS Sell 331,706 58,621 Ordinary
06/14/2023 GAUS Sell 410,959 72,627 Ordinary
06/14/2023 GSI Sell 311,742 55,849 Ordinary
06/15/2023 GAUS Sell 868,496 155,137 Ordinary
06/15/2023 GAUS Sell 206,155 36,807 Ordinary
06/15/2023 GAUS Sell 70,718 12,695 Ordinary
06/15/2023 GAUS Sell 53,651 9,644 Ordinary
06/15/2023 GAUS Sell 143,692 25,750 Ordinary
06/15/2023 GAUS Sell 19,101 3,412 Ordinary
06/15/2023 GAUS Sell 471,787 84,627 Ordinary
06/15/2023 GAUS Sell 537,325 96,422 Ordinary
06/15/2023 GAUS Sell 653,920 116,818 Ordinary
06/15/2023 GAUS Sell 18,940 3,384 Ordinary
06/15/2023 GAUS Sell 289,696 51,920 Ordinary
06/15/2023 GAUS Sell 18,134 3,256 Ordinary
06/15/2023 GAUS Sell 275,155 48,861 Ordinary
06/15/2023 GAUS Sell 295,039 52,392 Ordinary
06/15/2023 GAUS Sell 91,985 16,539 Ordinary
06/15/2023 GAUS Sell 21,388 3,798 Ordinary
06/15/2023 GAUS Sell 52,293 9,286 Ordinary

63

06/15/2023 GSI Sell 868,496 155,137 Ordinary
06/16/2023 GSI Sell 791,944 140,665 Ordinary
06/16/2023 GAUS Sell 1,019,550 181,181 Ordinary
06/16/2023 GAUS Sell 438,613 78,076 Ordinary
06/16/2023 GAUS Sell 175,368 31,027 Ordinary
06/16/2023 GAUS Sell 54,509 9,644 Ordinary
06/16/2023 GAUS Sell 4,181 750 Ordinary
06/16/2023 GAUS Sell 319,267 56,899 Ordinary
06/16/2023 GAUS Sell 277,765 49,474 Ordinary
06/16/2023 GAUS Sell 48,471 8,599 Ordinary
06/16/2023 GAUS Sell 274,911 49,015 Ordinary
06/16/2023 GAUS Sell 172,332 30,578 Ordinary
06/16/2023 GAUS Sell 128,010 22,741 Ordinary
06/16/2023 GAUS Sell 82,797 14,911 Ordinary
06/16/2023 GAUS Sell 69,862 12,396 Ordinary
06/16/2023 GAUS Sell 43,261 7,791 Ordinary
06/16/2023 GAUS Sell 647,455 116,601 Ordinary
06/16/2023 GAUS Sell 25,198 4,538 Ordinary
06/16/2023 GAUS Sell 43,261 7,791 Ordinary
06/16/2023 GAUS Sell 43,261 7,791 Ordinary
06/16/2023 GAUS Sell 433,536 78,076 Ordinary
06/16/2023 GSI Buy 20,879 3,735 Ordinary
06/16/2023 GSI
Delivery of basket of
securities (including
The A2 Milk
Company Limited
securities) to an ETF
provider in exchange
for ETF securities In-Kind 3,735 Ordinary
06/16/2023 GSI Sell 175,368 31,027 Ordinary
06/19/2023 GAUS Sell 14,035 2,469 Ordinary
06/19/2023 GAUS Sell 173,325 30,550 Ordinary
06/19/2023 GAUS Sell 13,469 2,376 Ordinary
06/19/2023 GAUS Sell 629,648 110,823 Ordinary
06/19/2023 GAUS Sell 321,034 56,489 Ordinary
06/19/2023 GAUS Sell 251,347 44,273 Ordinary
06/19/2023 GAUS Sell 252,137 44,428 Ordinary
06/19/2023 GAUS Sell 30,099 5,308 Ordinary
06/19/2023 GAUS Sell 26,920 4,744 Ordinary
06/19/2023 GAUS Sell 73,904 13,077 Ordinary
06/19/2023 GAUS Sell 26,810 4,744 Ordinary
06/19/2023 GAUS Sell 40,283 7,128 Ordinary

64

06/19/2023 GAUS Sell 73,904 13,077 Ordinary
06/19/2023 GAUS Sell 73,904 13,077 Ordinary
06/19/2023 GSI Sell 173,325 30,550 Ordinary
06/20/2023 GAUS Sell 13,796 2,461 Ordinary
06/20/2023 GAUS Sell 4,271 756 Ordinary
06/20/2023 GAUS Sell 512,993 91,616 Ordinary
06/20/2023 GAUS Sell 228,747 40,787 Ordinary
06/20/2023 GAUS Sell 311,855 55,666 Ordinary
06/20/2023 GAUS Sell 302,724 54,029 Ordinary
06/20/2023 GAUS Sell 223,738 39,524 Ordinary
06/20/2023 GAUS Sell 4,280 756 Ordinary
06/20/2023 GAUS Sell 223,738 39,524 Ordinary
06/20/2023 GAUS Sell 223,738 39,524 Ordinary
06/20/2023 GSCO Borrow of Securities N/A 3,000,000 Ordinary
06/20/2023 GSI Borrow of Securities N/A 126,995 Ordinary
06/21/2023 GAUS Sell 196,820 35,581 Ordinary
06/21/2023 GAUS Sell 257,221 46,387 Ordinary
06/21/2023 GAUS Sell 399,639 72,043 Ordinary
06/21/2023 GAUS Sell 339,559 61,300 Ordinary
06/21/2023 GAUS Sell 191,810 34,597 Ordinary
06/21/2023 GAUS Sell 17,452 3,155 Ordinary
06/21/2023 GAUS Sell 39,280 7,096 Ordinary
06/21/2023 GAUS Sell 156,160 28,156 Ordinary
06/21/2023 GAUS Sell 8,423 1,519 Ordinary
06/21/2023 GAUS Sell 17,814 3,196 Ordinary
06/21/2023 GAUS Sell 816,013 146,400 Ordinary
06/21/2023 GAUS Sell 42,932 7,741 Ordinary
06/21/2023 GAUS Sell 106,645 19,133 Ordinary
06/21/2023 GAUS Sell 151,776 27,230 Ordinary
06/21/2023 GAUS Sell 17,586 3,155 Ordinary
06/21/2023 GAUS Sell 106,645 19,133 Ordinary
06/21/2023 GAUS Sell 106,645 19,133 Ordinary
06/22/2023 GAUS Sell 4,372 804 Ordinary
06/22/2023 GAUS Sell 14,472 2,656 Ordinary
06/22/2023 GAUS Sell 666,129 122,466 Ordinary
06/22/2023 GAUS Sell 321,908 59,250 Ordinary
06/22/2023 GAUS Sell 365,183 66,091 Ordinary
06/22/2023 GAUS Sell 72,605 13,140 Ordinary
06/22/2023 GAUS Sell 21,687 3,925 Ordinary
06/22/2023 GAUS Sell 14,676 2,656 Ordinary
06/22/2023 GAUS Sell 21,687 3,925 Ordinary

65

06/22/2023 GAUS Sell 21,687 3,925 Ordinary
06/22/2023 GAUS Sell 1,120,067 202,710 Ordinary
06/22/2023 GAUS Sell 344,330 62,317 Ordinary
06/23/2023 GSI Sell 20,353 3,782 Ordinary
06/23/2023 GAUS Sell 47,316 8,800 Ordinary
06/23/2023 GAUS Sell 87,212 16,273 Ordinary
06/23/2023 GAUS Sell 16,431 3,068 Ordinary
06/23/2023 GAUS Sell 732,068 136,846 Ordinary
06/23/2023 GAUS Sell 340,458 63,606 Ordinary
06/23/2023 GAUS Sell 331,169 61,806 Ordinary
06/23/2023 GAUS Sell 17,260 3,233 Ordinary
06/23/2023 GAUS Sell 35,034 6,543 Ordinary
06/23/2023 GAUS Sell 36,723 6,782 Ordinary
06/23/2023 GAUS Sell 125,689 23,212 Ordinary
06/23/2023 GAUS Sell 59,758 11,036 Ordinary
06/23/2023 GAUS Sell 453,925 83,830 Ordinary
06/23/2023 GAUS Sell 7,148 1,320 Ordinary
06/23/2023 GAUS Sell 17,506 3,233 Ordinary
06/23/2023 GAUS Sell 59,758 11,036 Ordinary
06/23/2023 GAUS Sell 59,758 11,036 Ordinary
06/23/2023 GSI
Return of Borrowed
Securities N/A 21 Ordinary
06/26/2023 GAUS Sell 103,236 19,387 Ordinary
06/26/2023 GAUS Sell 604,559 113,291 Ordinary
06/26/2023 GAUS Sell 91,373 17,180 Ordinary
06/26/2023 GAUS Sell 384,726 72,235 Ordinary
06/26/2023 GAUS Sell 22,658 4,264 Ordinary
06/26/2023 GAUS Sell 16,222 3,031 Ordinary
06/26/2023 GAUS Sell 131,664 24,694 Ordinary
06/26/2023 GAUS Sell 27,437 5,173 Ordinary
06/26/2023 GAUS Sell 149,135 28,047 Ordinary
06/26/2023 GAUS Sell 10,879 2,031 Ordinary
06/26/2023 GAUS Sell 427,379 80,429 Ordinary
06/26/2023 GAUS Sell 703,002 132,299 Ordinary
06/26/2023 GAUS Sell 22,658 4,264 Ordinary
06/26/2023 GAUS Sell 133,768 25,174 Ordinary
06/26/2023 GAUS Sell 37,016 6,966 Ordinary
06/26/2023 GAUS Sell 51,453 9,683 Ordinary
06/26/2023 GSCO
Return of Borrowed
Securities N/A 884,000 Ordinary
06/27/2023 GAUS Sell 156 30 Ordinary
06/27/2023 GAUS Sell 156 30 Ordinary

66

06/27/2023 GAUS Sell 68,338 12,974 Ordinary
06/27/2023 GAUS Sell 14,731 2,805 Ordinary
06/27/2023 GAUS Sell 143 27 Ordinary
06/27/2023 GAUS Sell 296 57 Ordinary
06/27/2023 GAUS Sell 682 129 Ordinary
06/27/2023 GAUS Sell 52,596 10,035 Ordinary
06/27/2023 GAUS Sell 500,985 95,785 Ordinary
06/27/2023 GAUS Sell 271,128 51,898 Ordinary
06/27/2023 GAUS Sell 139,065 26,520 Ordinary
06/27/2023 GAUS Sell 135,155 25,820 Ordinary
06/27/2023 GAUS Sell 12,295 2,326 Ordinary
06/27/2023 GAUS Sell 137,257 25,827 Ordinary
06/27/2023 GAUS Sell 51,460 9,683 Ordinary
06/27/2023 GAUS Sell 23,192 4,364 Ordinary
06/27/2023 GAUS Sell 38,562 7,346 Ordinary
06/27/2023 GAUS Sell 20,740 3,951 Ordinary
06/27/2023 GAUS Sell 155,387 29,601 Ordinary
06/27/2023 GAUS Sell 81,825 15,636 Ordinary
06/27/2023 GAUS Sell 14,163 2,698 Ordinary
06/27/2023 GAUS Sell 151,729 28,904 Ordinary
06/27/2023 GAUS Sell 20,791 3,973 Ordinary
06/27/2023 GAUS Sell 7,635 1,459 Ordinary
06/27/2023 GAUS Sell 83,793 16,012 Ordinary
06/27/2023 GAUS Sell 7,276 1,369 Ordinary
06/27/2023 GAUS Sell 11,188 2,138 Ordinary
06/27/2023 GAUS Sell 10,656 2,005 Ordinary
06/27/2023 GAUS Sell 75,928 14,287 Ordinary
06/27/2023 GAUS Sell 21,816 4,105 Ordinary
06/27/2023 GAUS Sell 79,813 15,018 Ordinary
06/27/2023 GAUS Sell 28,268 5,319 Ordinary
06/27/2023 GAUS Sell 28,268 5,319 Ordinary
06/27/2023 GAUS Sell 122,360 23,024 Ordinary
06/27/2023 GAUS Sell 3,720 700 Ordinary
06/28/2023 GSAMLP Buy 71,794 13,780 Ordinary
06/28/2023 GSI Sell 121,648 23,349 Ordinary
06/28/2023 GAUS Sell 4,658 899 Ordinary
06/28/2023 GAUS Sell 388,676 74,246 Ordinary
06/28/2023 GAUS Sell 150,657 29,000 Ordinary
06/28/2023 GAUS Sell 139,470 26,640 Ordinary
06/28/2023 GAUS Sell 346,584 66,468 Ordinary
06/28/2023 GAUS Sell 89,825 17,248 Ordinary

67

06/28/2023 GAUS Sell 63,370 12,145 Ordinary
06/28/2023 GAUS Sell 1,565,851 300,851 Ordinary
06/28/2023 GAUS Sell 322,666 61,981 Ordinary
06/28/2023 GAUS Sell 306,375 58,897 Ordinary
06/28/2023 GAUS Sell 77,733 14,896 Ordinary
06/28/2023 GAUS Sell 185,328 35,621 Ordinary
06/28/2023 GAUS Sell 4,833 929 Ordinary
06/28/2023 GAUS Sell 257,755 49,542 Ordinary
06/28/2023 GAUS Sell 957,605 184,057 Ordinary
06/28/2023 GAUS Sell 5,572 1,071 Ordinary
06/28/2023 GAUS Sell 257,755 49,542 Ordinary
06/28/2023 GAUS Sell 257,755 49,542 Ordinary
06/28/2023 GSCO Borrow of Securities N/A 1,132,055 Ordinary
06/28/2023 GSI Sell 139,470 26,640 Ordinary
06/29/2023 GSAMLP Sell 1,164 220 Ordinary
06/29/2023 GAUS Sell 11,970 2,275 Ordinary
06/29/2023 GAUS Sell 278,362 52,577 Ordinary
06/29/2023 GAUS Sell 16,470 3,112 Ordinary
06/29/2023 GAUS Sell 64,696 12,220 Ordinary
06/29/2023 GAUS Sell 36,294 6,865 Ordinary
06/29/2023 GAUS Sell 221,557 41,868 Ordinary
06/29/2023 GAUS Sell 280,572 53,109 Ordinary
06/29/2023 GAUS Sell 453,451 85,667 Ordinary
06/29/2023 GAUS Sell 28,526 5,390 Ordinary
06/29/2023 GAUS Sell 322,021 60,871 Ordinary
06/29/2023 GAUS Sell 138,061 26,240 Ordinary
06/29/2023 GAUS Sell 11,470 2,180 Ordinary
06/29/2023 GAUS Sell 26,513 5,039 Ordinary
06/29/2023 GAUS Sell 11,391 2,165 Ordinary
06/29/2023 GAUS Sell 217,725 41,381 Ordinary
06/29/2023 GAUS Sell 26,513 5,039 Ordinary
06/29/2023 GAUS Sell 26,513 5,039 Ordinary
06/29/2023 GSCO Borrow of Securities N/A 0 Ordinary
06/29/2023 GSCO Borrow of Securities N/A 1,000,000 Ordinary
06/29/2023 GSI Buy 64,696 12,220 Ordinary
06/29/2023 GAUS Buy 1,715,172 324,224 Ordinary
06/30/2023 GAUS Sell 11,928 2,256 Ordinary
06/30/2023 GAUS Sell 561,331 105,782 Ordinary
06/30/2023 GAUS Sell 498,885 93,923 Ordinary
06/30/2023 GAUS Sell 405,000 76,371 Ordinary
06/30/2023 GAUS Sell 418,458 78,871 Ordinary

68

06/30/2023 GAUS Sell 175,010 32,990 Ordinary
06/30/2023 GAUS Sell 40,747 7,682 Ordinary
06/30/2023 GAUS Sell 19,395 3,658 Ordinary
06/30/2023 GAUS Sell 119,300 22,537 Ordinary
06/30/2023 GAUS Sell 230,917 43,551 Ordinary
06/30/2023 GAUS Sell 238,459 44,952 Ordinary
06/30/2023 GAUS Sell 27,096 5,146 Ordinary
06/30/2023 GAUS Sell 343,326 65,204 Ordinary
06/30/2023 GAUS Sell 669,419 127,135 Ordinary
06/30/2023 GAUS Sell 343,326 65,204 Ordinary
06/30/2023 GAUS Sell 343,326 65,204 Ordinary
06/30/2023 GAUS Sell 494,544 93,923 Ordinary
06/30/2023 GSCO
Return of Borrowed
Securities N/A 11,858 Ordinary
06/30/2023 GSCO Borrow of Securities N/A 11,858 Ordinary
06/30/2023 GAUS Sell 2,546 480 Ordinary
06/30/2023 GAUS Buy 223,635 42,100 Ordinary
06/30/2023 GAUS Buy 337,543 64,033 Ordinary
07/03/2023 GSAMLP Sell 72,497 13,780 Ordinary
07/03/2023 GSAMLP Buy 3,478 660 Ordinary
07/03/2023 GAUS Sell 7,449 1,404 Ordinary
07/03/2023 GAUS Sell 7,449 1,404 Ordinary
07/03/2023 GAUS Sell 6,284 1,182 Ordinary
07/03/2023 GAUS Sell 114,131 21,522 Ordinary
07/03/2023 GAUS Sell 92,707 17,638 Ordinary
07/03/2023 GAUS Sell 329,136 62,405 Ordinary
07/03/2023 GAUS Sell 2,681 510 Ordinary
07/03/2023 GAUS Sell 84,047 15,945 Ordinary
07/03/2023 GAUS Sell 76,777 14,541 Ordinary
07/03/2023 GAUS Sell 60,577 11,483 Ordinary
07/03/2023 GAUS Sell 174,743 33,080 Ordinary
07/03/2023 GAUS Sell 109,191 20,581 Ordinary
07/03/2023 GAUS Sell 6,282 1,184 Ordinary
07/03/2023 GAUS Sell 26,156 4,930 Ordinary
07/03/2023 GAUS Sell 322,930 60,868 Ordinary
07/03/2023 GAUS Sell 562 106 Ordinary
07/03/2023 GAUS Sell 32 6 Ordinary
07/03/2023 GAUS Sell 3,443 649 Ordinary
07/03/2023 GAUS Sell 149 28 Ordinary
07/03/2023 GAUS Sell 2,700 509 Ordinary
07/03/2023 GAUS Sell 26,156 4,930 Ordinary
07/03/2023 GAUS Sell 26,156 4,930 Ordinary

69

07/04/2023 GAUS Sell 10,710 2,027 Ordinary
07/04/2023 GAUS Sell 10,710 2,027 Ordinary
07/04/2023 GAUS Sell 67,092 12,600 Ordinary
07/04/2023 GAUS Sell 123,628 23,109 Ordinary
07/04/2023 GAUS Sell 11,779 2,198 Ordinary
07/04/2023 GAUS Sell 1,301 243 Ordinary
07/04/2023 GAUS Sell 356,982 66,715 Ordinary
07/04/2023 GAUS Sell 413,452 77,179 Ordinary
07/04/2023 GAUS Sell 11,223 2,124 Ordinary
07/04/2023 GAUS Sell 42,808 8,102 Ordinary
07/04/2023 GAUS Sell 117,256 22,192 Ordinary
07/04/2023 GAUS Sell 32 6 Ordinary
07/04/2023 GAUS Sell 143 27 Ordinary
07/04/2023 GAUS Sell 5 1 Ordinary
07/04/2023 GAUS Sell 5 1 Ordinary
07/04/2023 GAUS Sell 100 19 Ordinary
07/04/2023 GAUS Sell 45,078 8,549 Ordinary
07/04/2023 GAUS Sell 181,941 34,505 Ordinary
07/04/2023 GAUS Sell 16,557 3,140 Ordinary
07/04/2023 GAUS Sell 24,287 4,606 Ordinary
07/04/2023 GAUS Sell 177,707 33,702 Ordinary
07/04/2023 GAUS Sell 42,808 8,102 Ordinary
07/04/2023 GAUS Sell 42,808 8,102 Ordinary
07/04/2023 GSI
Return of Borrowed
Securities N/A 3,794 Ordinary
07/05/2023 GAUS Sell 644,050 118,300 Ordinary
07/05/2023 GAUS Sell 840,533 154,078 Ordinary
07/05/2023 GAUS Sell 9,713 1,799 Ordinary
07/05/2023 GAUS Sell 325,451 59,612 Ordinary
07/05/2023 GAUS Sell 666,985 122,202 Ordinary
07/05/2023 GAUS Sell 75,784 13,921 Ordinary
07/05/2023 GAUS Sell 125,344 23,070 Ordinary
07/05/2023 GAUS Sell 14,532 2,683 Ordinary
07/05/2023 GAUS Sell 589,621 109,980 Ordinary
07/05/2023 GAUS Sell 147,904 27,588 Ordinary
07/05/2023 GAUS Sell 173,568 32,375 Ordinary
07/05/2023 GAUS Sell 186,938 34,250 Ordinary
07/05/2023 GAUS Sell 589,621 109,980 Ordinary
07/05/2023 GAUS Sell 589,621 109,980 Ordinary
07/05/2023 GAUS Sell 634,226 118,300 Ordinary
07/05/2023 GSCO
Return of Borrowed
Securities N/A 27,322 Ordinary

70

07/05/2023 GSCO Borrow of Securities N/A 27,322 Ordinary
07/05/2023 GSCO Borrow of Securities N/A 0 Ordinary
07/05/2023 GSCO Borrow of Securities N/A 3,800,000 Ordinary
07/05/2023 GAUS Buy 186,872 34,250 Ordinary
07/05/2023 GSI Buy 666,985 122,202 Ordinary
07/06/2023 GAUS Sell 282,143 51,649 Ordinary
07/06/2023 GAUS Sell 1,280,711 234,577 Ordinary
07/06/2023 GAUS Sell 8,011 1,473 Ordinary
07/06/2023 GAUS Sell 320,569 58,656 Ordinary
07/06/2023 GAUS Sell 154,814 28,351 Ordinary
07/06/2023 GAUS Sell 26,819 4,915 Ordinary
07/06/2023 GAUS Sell 39,488 7,264 Ordinary
07/06/2023 GAUS Sell 173,476 31,789 Ordinary
07/06/2023 GAUS Sell 186,816 34,250 Ordinary
07/06/2023 GAUS Sell 42,220 7,741 Ordinary
07/06/2023 GAUS Sell 286,998 52,617 Ordinary
07/06/2023 GAUS Sell 244,213 44,773 Ordinary
07/06/2023 GAUS Sell 25,647 4,702 Ordinary
07/06/2023 GAUS Sell 11,858 2,174 Ordinary
07/06/2023 GAUS Sell 284,091 52,084 Ordinary
07/06/2023 GAUS Sell 186,816 34,250 Ordinary
07/06/2023 GAUS Sell 186,816 34,250 Ordinary
07/06/2023 GAUS Sell 284,091 52,084 Ordinary
07/06/2023 GAUS Sell 284,091 52,084 Ordinary
07/06/2023 GSI Borrow of Securities N/A 150,000 Ordinary
07/06/2023 GSI Borrow of Securities N/A 204,272 Ordinary
07/06/2023 GAUS Sell 186,816 34,250 Ordinary
07/06/2023 GSI Buy 320,569 58,656 Ordinary
07/07/2023 GAUS Sell 408,388 75,541 Ordinary
07/07/2023 GAUS Sell 434,601 80,327 Ordinary
07/07/2023 GAUS Sell 4,563 852 Ordinary
07/07/2023 GAUS Sell 486,616 89,900 Ordinary
07/07/2023 GAUS Sell 262,866 48,570 Ordinary
07/07/2023 GAUS Sell 146 27 Ordinary
07/07/2023 GAUS Sell 150,820 27,917 Ordinary
07/07/2023 GAUS Sell 33,057 6,066 Ordinary
07/07/2023 GAUS Sell 32,386 6,042 Ordinary
07/07/2023 GAUS Sell 323,830 59,638 Ordinary
07/07/2023 GAUS Sell 65,000 12,118 Ordinary
07/07/2023 GAUS Sell 218,258 39,874 Ordinary
07/07/2023 GAUS Sell 656,508 119,939 Ordinary

71

07/07/2023 GAUS Sell 492,084 89,900 Ordinary
07/07/2023 GAUS Sell 396,475 72,433 Ordinary
07/07/2023 GAUS Sell 11,960 2,185 Ordinary
07/07/2023 GAUS Sell 389 71 Ordinary
07/07/2023 GAUS Sell 656,508 119,939 Ordinary
07/07/2023 GAUS Sell 656,508 119,939 Ordinary
07/07/2023 GSI
Return of Borrowed
Securities N/A 3,815 Ordinary
07/07/2023 GSCO Borrow of Securities N/A 150,000 Ordinary
07/07/2023 GSCO Borrow of Securities N/A 59,424 Ordinary
07/07/2023 GSCO Borrow of Securities N/A 59,424 Ordinary
07/10/2023 GAUS Sell 590,265 110,187 Ordinary
07/10/2023 GAUS Sell 312,169 58,214 Ordinary
07/10/2023 GAUS Sell 248,615 46,457 Ordinary
07/10/2023 GAUS Sell 148,443 27,743 Ordinary
07/10/2023 GAUS Sell 97,697 18,315 Ordinary
07/10/2023 GAUS Sell 115,751 21,710 Ordinary
07/10/2023 GAUS Sell 716 132 Ordinary
07/10/2023 GAUS Sell 585,597 107,950 Ordinary
07/10/2023 GAUS Sell 2,159 398 Ordinary
07/10/2023 GAUS Sell 298,836 55,088 Ordinary
07/10/2023 GSI Buy 50,507 9,226 Ordinary
07/10/2023 GSCO Borrow of Securities N/A 0 Ordinary
07/10/2023 GSCO Borrow of Securities N/A 600,000 Ordinary
07/10/2023 GSI Borrow of Securities N/A 275,000 Ordinary
07/10/2023 GSI Borrow of Securities N/A 215,138 Ordinary
07/10/2023 GSI Borrow of Securities N/A 386,367 Ordinary
07/10/2023 GSI Borrow of Securities N/A 316,891 Ordinary
07/10/2023 GSCO Borrow of Securities N/A 279,558 Ordinary
07/10/2023 GSI Borrow of Securities N/A 14,000 Ordinary
07/11/2023 GSI Sell 31,471 5,865 Ordinary
07/11/2023 GAUS Sell 547,711 101,717 Ordinary
07/11/2023 GAUS Sell 368,735 68,378 Ordinary
07/11/2023 GAUS Sell 13,130 2,438 Ordinary
07/11/2023 GAUS Sell 329,388 61,101 Ordinary
07/11/2023 GAUS Sell 168,974 31,437 Ordinary
07/11/2023 GAUS Sell 57,042 10,617 Ordinary
07/11/2023 GAUS Sell 129,912 24,188 Ordinary
07/11/2023 GAUS Sell 223,943 42,131 Ordinary
07/11/2023 GAUS Sell 240,214 45,192 Ordinary
07/11/2023 GAUS Sell 13,400 2,521 Ordinary
07/11/2023 GAUS Sell 153,238 28,829 Ordinary

72

07/11/2023 GAUS Sell 19,912 3,746 Ordinary
07/11/2023 GAUS Sell 257,983 48,535 Ordinary
07/11/2023 GAUS Sell 153,238 28,829 Ordinary
07/11/2023 GSCO
Return of Borrowed
Securities N/A 281,000 Ordinary
07/11/2023 GSI Buy 329,388 61,101 Ordinary
07/12/2023 GSI Sell 20,941 3,869 Ordinary
07/12/2023 GAUS Sell 503,086 93,266 Ordinary
07/12/2023 GAUS Sell 231,771 42,713 Ordinary
07/12/2023 GAUS Sell 6,812 1,256 Ordinary
07/12/2023 GAUS Sell 58,227 10,771 Ordinary
07/12/2023 GAUS Sell 90,235 16,707 Ordinary
07/12/2023 GAUS Sell 127,757 23,658 Ordinary
07/12/2023 GAUS Sell 40,842 7,570 Ordinary
07/12/2023 GAUS Sell 12,533 2,327 Ordinary
07/12/2023 GAUS Sell 46,168 8,555 Ordinary
07/12/2023 GAUS Sell 6,291 1,168 Ordinary
07/12/2023 GAUS Sell 145,177 26,955 Ordinary
07/12/2023 GAUS Sell 352,216 65,396 Ordinary
07/12/2023 GAUS Sell 64,243 11,928 Ordinary
07/12/2023 GAUS Sell 6,765 1,256 Ordinary
07/12/2023 GAUS Sell 64,243 11,928 Ordinary
07/12/2023 GAUS Sell 64,243 11,928 Ordinary
07/12/2023 GSCO
Return of Borrowed
Securities N/A 1,000,000 Ordinary
07/12/2023 GSCO
Return of Borrowed
Securities N/A 7,000 Ordinary
07/12/2023 GSCO Borrow of Securities N/A 55,100 Ordinary
07/13/2023 GAUS Sell 392,444 71,017 Ordinary
07/13/2023 GAUS Sell 347,339 62,829 Ordinary
07/13/2023 GAUS Sell 13,674 2,470 Ordinary
07/13/2023 GAUS Sell 84,604 15,327 Ordinary
07/13/2023 GAUS Sell 108,683 19,781 Ordinary
07/13/2023 GAUS Sell 162,644 29,559 Ordinary
07/13/2023 GAUS Sell 7,927 1,449 Ordinary
07/13/2023 GAUS Sell 10,771 1,969 Ordinary
07/13/2023 GAUS Sell 112,244 20,659 Ordinary
07/13/2023 GAUS Sell 50,001 9,203 Ordinary
07/13/2023 GAUS Sell 135,823 24,999 Ordinary
07/13/2023 GAUS Sell 138,388 25,471 Ordinary
07/13/2023 GAUS Sell 146,896 27,037 Ordinary
07/13/2023 GAUS Sell 14,382 2,647 Ordinary

73

07/13/2023 GAUS Sell 83,274 15,327 Ordinary
07/13/2023 GAUS Sell 135,823 24,999 Ordinary
07/13/2023 GAUS Sell 135,823 24,999 Ordinary
07/13/2023 GSI Buy 66,418 12,339 Ordinary
07/13/2023 GSI Borrow of Securities N/A 250,000 Ordinary
07/13/2023 GSI Borrow of Securities N/A 165,000 Ordinary
07/14/2023 GAUS Sell 721,516 129,313 Ordinary
07/14/2023 GAUS Sell 929,884 166,845 Ordinary
07/14/2023 GAUS Sell 828,588 148,538 Ordinary
07/14/2023 GAUS Sell 34,739 6,258 Ordinary
07/14/2023 GAUS Sell 1,077 193 Ordinary
07/14/2023 GAUS Sell 340,922 61,101 Ordinary
07/14/2023 GAUS Sell 577,551 103,524 Ordinary
07/14/2023 GAUS Sell 32,761 5,883 Ordinary
07/14/2023 GAUS Sell 84,478 15,162 Ordinary
07/14/2023 GAUS Sell 8,138 1,473 Ordinary
07/14/2023 GAUS Sell 83,592 15,186 Ordinary
07/14/2023 GAUS Sell 407,248 73,984 Ordinary
07/14/2023 GAUS Sell 378,751 68,807 Ordinary
07/14/2023 GAUS Sell 18,137 3,295 Ordinary
07/14/2023 GAUS Sell 904,820 164,377 Ordinary
07/14/2023 GAUS Sell 83,460 15,162 Ordinary
07/14/2023 GAUS Sell 13,585 2,468 Ordinary
07/14/2023 GAUS Sell 1,062 193 Ordinary
07/14/2023 GAUS Sell 1,062 193 Ordinary
07/14/2023 GSI Buy 340,922 61,101 Ordinary
07/17/2023 GAUS Sell 490,805 87,956 Ordinary
07/17/2023 GAUS Sell 386,592 69,335 Ordinary
07/17/2023 GAUS Sell 6,441 1,156 Ordinary
07/17/2023 GAUS Sell 70,643 12,656 Ordinary
07/17/2023 GAUS Sell 102,011 18,308 Ordinary
07/17/2023 GAUS Sell 2,792 500 Ordinary
07/17/2023 GAUS Sell 66,728 11,966 Ordinary
07/17/2023 GAUS Sell 100,118 17,930 Ordinary
07/17/2023 GAUS Sell 124,120 22,163 Ordinary
07/17/2023 GAUS Sell 10,551 1,884 Ordinary
07/17/2023 GAUS Sell 42,826 7,647 Ordinary
07/17/2023 GAUS Sell 231,562 41,348 Ordinary
07/17/2023 GAUS Sell 167,332 29,879 Ordinary
07/17/2023 GAUS Sell 50,655 9,045 Ordinary
07/17/2023 GAUS Sell 70,878 12,656 Ordinary

74

07/17/2023 GAUS Sell 3,526,874 633,417 Ordinary
07/17/2023 GAUS Sell 3,526,874 633,417 Ordinary
07/17/2023 GAUS Sell 42,826 7,647 Ordinary
07/17/2023 GAUS Sell 42,826 7,647 Ordinary
07/17/2023 GSI Sell 6 1 Ordinary
07/17/2023 GSI Buy 27,688 5,099 Ordinary
07/17/2023 GSCO
Return of Borrowed
Securities N/A 500,000 Ordinary
07/17/2023 GSCO
Return of Borrowed
Securities N/A 1,000 Ordinary
07/17/2023 GSCO Borrow of Securities N/A 211,054 Ordinary
07/17/2023 GSI Borrow of Securities N/A 294,289 Ordinary
07/17/2023 GSI Borrow of Securities N/A 4,567 Ordinary
07/17/2023 GSI Borrow of Securities N/A 1,144 Ordinary
07/17/2023 GAUS Sell 536 96 Ordinary
07/18/2023 GAUS Sell 600,174 108,196 Ordinary
07/18/2023 GAUS Sell 161,386 29,131 Ordinary
07/18/2023 GAUS Sell 26,877 4,804 Ordinary
07/18/2023 GAUS Sell 8,479 1,532 Ordinary
07/18/2023 GAUS Sell 16,078 2,875 Ordinary
07/18/2023 GAUS Sell 45,553 8,220 Ordinary
07/18/2023 GAUS Sell 5,861 1,055 Ordinary
07/18/2023 GAUS Sell 53,554 9,648 Ordinary
07/18/2023 GAUS Sell 210,863 37,600 Ordinary
07/18/2023 GAUS Sell 223,279 39,814 Ordinary
07/18/2023 GAUS Sell 1,654 295 Ordinary
07/18/2023 GAUS Sell 33,250 5,929 Ordinary
07/18/2023 GAUS Sell 30,457 5,431 Ordinary
07/18/2023 GAUS Sell 8,592 1,532 Ordinary
07/18/2023 GAUS Sell 30,457 5,431 Ordinary
07/18/2023 GAUS Sell 30,457 5,431 Ordinary
07/18/2023 GSCO
Return of Borrowed
Securities N/A 400,000 Ordinary
07/18/2023 GSCO
Return of Borrowed
Securities N/A 80,000 Ordinary
07/18/2023 GSCO
Return of Borrowed
Securities N/A 11,000 Ordinary
07/18/2023 GSI Borrow of Securities N/A 80,000 Ordinary
07/18/2023 GSI Borrow of Securities N/A 500,000 Ordinary
07/18/2023 GSI Borrow of Securities N/A 2,311 Ordinary
07/18/2023 GSI Borrow of Securities N/A 226,961 Ordinary
07/18/2023 GSI Borrow of Securities N/A 170,728 Ordinary

75

07/18/2023 GAUS Buy 476,479 86,072 Ordinary
07/19/2023 GAUS Sell 53,959 9,723 Ordinary
07/19/2023 GAUS Sell 346,462 62,453 Ordinary
07/19/2023 GAUS Sell 61,719 11,104 Ordinary
07/19/2023 GAUS Sell 46,625 8,401 Ordinary
07/19/2023 GAUS Sell 35,167 6,368 Ordinary
07/19/2023 GAUS Sell 181,188 32,809 Ordinary
07/19/2023 GAUS Sell 155,188 28,101 Ordinary
07/19/2023 GAUS Sell 17,777 3,219 Ordinary
07/19/2023 GAUS Sell 24,719 4,476 Ordinary
07/19/2023 GAUS Sell 46,395 8,401 Ordinary
07/19/2023 GAUS Sell 24,719 4,476 Ordinary
07/19/2023 GAUS Sell 24,719 4,476 Ordinary
07/20/2023 GAUS Sell 403,796 72,975 Ordinary
07/20/2023 GAUS Sell 82,360 14,879 Ordinary
07/20/2023 GAUS Sell 149,791 27,126 Ordinary
07/20/2023 GAUS Sell 126,492 22,901 Ordinary
07/20/2023 GAUS Sell 13,200 2,393 Ordinary
07/20/2023 GAUS Sell 76,805 13,744 Ordinary
07/20/2023 GAUS Sell 183,960 32,919 Ordinary
07/20/2023 GAUS Sell 61,080 10,930 Ordinary
07/20/2023 GAUS Sell 192,767 34,495 Ordinary
07/20/2023 GAUS Sell 7,650 1,369 Ordinary
07/20/2023 GAUS Sell 31,792 5,689 Ordinary
07/20/2023 GAUS Sell 8,097 1,449 Ordinary
07/20/2023 GAUS Sell 183,960 32,919 Ordinary
07/20/2023 GAUS Sell 183,960 32,919 Ordinary
07/20/2023 GSCO
Return of Borrowed
Securities N/A 280,000 Ordinary
07/20/2023 GSI
Return of Borrowed
Securities N/A 7,000 Ordinary
07/20/2023 GSI Borrow of Securities N/A 200,000 Ordinary
07/20/2023 GSI Borrow of Securities N/A 3,794 Ordinary
07/20/2023 GSCO Borrow of Securities N/A 283,000 Ordinary
07/20/2023 GSI Borrow of Securities N/A 290,000 Ordinary
07/21/2023 GAUS Sell 252,342 45,538 Ordinary
07/21/2023 GAUS Sell 371,685 67,206 Ordinary
07/21/2023 GAUS Sell 90,073 16,229 Ordinary
07/21/2023 GAUS Sell 31,863 5,745 Ordinary
07/21/2023 GAUS Sell 155,391 27,996 Ordinary
07/21/2023 GAUS Sell 312 56 Ordinary
07/21/2023 GAUS Sell 4,265 766 Ordinary

76

07/21/2023 GAUS Sell 14,681 2,651 Ordinary
07/21/2023 GAUS Sell 20,174 3,656 Ordinary
07/21/2023 GAUS Sell 150,839 27,335 Ordinary
07/21/2023 GAUS Sell 5,110 926 Ordinary
07/21/2023 GAUS Sell 10,639 1,928 Ordinary
07/21/2023 GAUS Sell 31,702 5,745 Ordinary
07/21/2023 GAUS Sell 19,895 3,616 Ordinary
07/21/2023 GAUS Sell 776 141 Ordinary
07/21/2023 GAUS Sell 4,297 781 Ordinary
07/21/2023 GAUS Sell 19,895 3,616 Ordinary
07/21/2023 GAUS Sell 5,073 922 Ordinary
07/21/2023 GAUS Sell 20,174 3,656 Ordinary
07/21/2023 GAUS Sell 20,174 3,656 Ordinary
07/24/2023 GAUS Sell 453,975 82,063 Ordinary
07/24/2023 GAUS Sell 194,095 35,055 Ordinary
07/24/2023 GAUS Sell 127,438 23,011 Ordinary
07/24/2023 GAUS Sell 337,450 61,097 Ordinary
07/24/2023 GAUS Sell 32,891 5,939 Ordinary
07/24/2023 GAUS Sell 112,171 20,240 Ordinary
07/24/2023 GAUS Sell 3,922 708 Ordinary
07/24/2023 GAUS Sell 37,753 6,822 Ordinary
07/24/2023 GAUS Sell 182,839 33,039 Ordinary
07/24/2023 GAUS Sell 45,435 8,210 Ordinary
07/24/2023 GAUS Sell 32,867 5,939 Ordinary
07/24/2023 GAUS Sell 20,177 3,646 Ordinary
07/24/2023 GAUS Sell 36,873 6,663 Ordinary
07/24/2023 GAUS Buy 92,062 16,630 Ordinary
07/24/2023 GSI Buy 337,450 61,097 Ordinary
07/25/2023 GAUS Sell 290,419 52,995 Ordinary
07/25/2023 GAUS Sell 85,837 15,632 Ordinary
07/25/2023 GAUS Sell 412,250 75,515 Ordinary
07/25/2023 GAUS Sell 354,530 64,708 Ordinary
07/25/2023 GAUS Sell 1,672 306 Ordinary
07/25/2023 GAUS Sell 8,079 1,458 Ordinary
07/25/2023 GAUS Sell 74,646 13,485 Ordinary
07/25/2023 GAUS Sell 98,609 17,814 Ordinary
07/25/2023 GAUS Sell 90,881 16,418 Ordinary
07/25/2023 GAUS Sell 76,882 13,889 Ordinary
07/25/2023 GAUS Sell 6,964 1,258 Ordinary
07/25/2023 GAUS Sell 173,254 31,299 Ordinary
07/25/2023 GAUS Sell 173,254 31,299 Ordinary

77

07/25/2023 GSCO
Return of Borrowed
Securities N/A 200,000 Ordinary
07/25/2023 GSI
Return of Borrowed
Securities N/A 4,000 Ordinary
07/25/2023 GSI Borrow of Securities N/A 29,000 Ordinary
07/25/2023 GSI Borrow of Securities N/A 18,000 Ordinary
07/25/2023 GSI Borrow of Securities N/A 17,000 Ordinary
07/25/2023 GSI Borrow of Securities N/A 104,249 Ordinary
07/25/2023 GSI Borrow of Securities N/A 21,272 Ordinary
07/25/2023 GSI Borrow of Securities N/A 14,479 Ordinary
07/25/2023 GSI Sell 412,250 75,515 Ordinary
07/25/2023 GAUS Sell 1,050 192 Ordinary
07/26/2023 GAUS Sell 268,928 49,444 Ordinary
07/26/2023 GAUS Sell 271,184 49,839 Ordinary
07/26/2023 GAUS Sell 30,995 5,700 Ordinary
07/26/2023 GAUS Sell 140,209 25,768 Ordinary
07/26/2023 GAUS Sell 8,488 1,559 Ordinary
07/26/2023 GAUS Sell 16,038 2,946 Ordinary
07/26/2023 GAUS Sell 16,456 3,029 Ordinary
07/26/2023 GAUS Sell 307,840 56,495 Ordinary
07/26/2023 GAUS Sell 5 1 Ordinary
07/26/2023 GAUS Sell 11,753 2,157 Ordinary
07/26/2023 GAUS Sell 89,009 16,335 Ordinary
07/26/2023 GAUS Sell 307,840 56,495 Ordinary
07/26/2023 GAUS Sell 307,840 56,495 Ordinary
07/26/2023 GSCO
Return of Borrowed
Securities N/A 290,000 Ordinary
07/26/2023 GSCO
Return of Borrowed
Securities N/A 117,000 Ordinary
07/26/2023 GSI Borrow of Securities N/A 20,507 Ordinary
07/26/2023 GSI Borrow of Securities N/A 51,415 Ordinary
07/26/2023 GSI Borrow of Securities N/A 45,078 Ordinary
07/27/2023 GAUS Sell 692,988 126,481 Ordinary
07/27/2023 GAUS Sell 163,526 29,895 Ordinary
07/27/2023 GAUS Sell 137,098 25,000 Ordinary
07/27/2023 GAUS Sell 11,872 2,174 Ordinary
07/27/2023 GAUS Sell 37,699 6,879 Ordinary
07/27/2023 GAUS Sell 70,446 12,916 Ordinary
07/27/2023 GAUS Sell 17,236 3,144 Ordinary
07/27/2023 GAUS Sell 8,587 1,573 Ordinary
07/27/2023 GAUS Sell 17,129 3,116 Ordinary
07/27/2023 GAUS Sell 1,175 215 Ordinary

78

07/27/2023 GAUS Sell 12,307 2,240 Ordinary
07/27/2023 GAUS Sell 262,063 48,015 Ordinary
07/27/2023 GAUS Sell 35,280 6,464 Ordinary
07/27/2023 GAUS Sell 291,067 53,329 Ordinary
07/27/2023 GAUS Sell 80,799 14,804 Ordinary
07/27/2023 GAUS Sell 21,679 3,972 Ordinary
07/27/2023 GAUS Sell 21,679 3,972 Ordinary
07/27/2023 GAUS Sell 21,679 3,972 Ordinary
07/28/2023 GSI Sell 160,256 29,465 Ordinary
07/28/2023 GAUS Sell 383,270 70,447 Ordinary
07/28/2023 GAUS Sell 460,102 84,605 Ordinary
07/28/2023 GAUS Sell 9,440 1,735 Ordinary
07/28/2023 GAUS Sell 113,259 20,828 Ordinary
07/28/2023 GAUS Sell 131,459 24,173 Ordinary
07/28/2023 GAUS Sell 37,621 6,921 Ordinary
07/28/2023 GAUS Sell 20,664 3,808 Ordinary
07/28/2023 GAUS Sell 59,574 10,964 Ordinary
07/28/2023 GAUS Sell 89,065 16,348 Ordinary
07/28/2023 GAUS Sell 24,620 4,519 Ordinary
07/28/2023 GAUS Sell 50,301 9,261 Ordinary
07/28/2023 GAUS Sell 6,554 1,203 Ordinary
07/28/2023 GAUS Sell 52,612 9,657 Ordinary
07/28/2023 GAUS Sell 8,717 1,600 Ordinary
07/28/2023 GAUS Sell 205,213 37,667 Ordinary
07/28/2023 GAUS Sell 67,099 12,316 Ordinary
07/28/2023 GAUS Sell 9,452 1,735 Ordinary
07/28/2023 GAUS Sell 6,554 1,203 Ordinary
07/28/2023 GAUS Sell 6,554 1,203 Ordinary
07/28/2023 GSCO
Return of Borrowed
Securities N/A 100,000 Ordinary
07/28/2023 GSI Borrow of Securities N/A 40,604 Ordinary
07/28/2023 GSI Borrow of Securities N/A 23,120 Ordinary
07/28/2023 GSI Borrow of Securities N/A 36,276 Ordinary
07/28/2023 GAUS Sell 9,452 1,735 Ordinary
07/28/2023 GAUS Buy 23,090 4,242 Ordinary
07/31/2023 GSAMLP Buy 37,889 6,864 Ordinary
07/31/2023 GSI Sell 46,343 8,420 Ordinary
07/31/2023 GSI Sell 33,156 6,008 Ordinary
07/31/2023 GAUS Sell 699,069 127,044 Ordinary
07/31/2023 GAUS Sell 92,378 16,755 Ordinary
07/31/2023 GAUS Sell 96,971 17,623 Ordinary
07/31/2023 GAUS Sell 19,350 3,513 Ordinary

79

07/31/2023 GAUS Sell 165,407 30,070 Ordinary
07/31/2023 GAUS Sell 144,278 26,209 Ordinary
07/31/2023 GAUS Sell 97,062 17,624 Ordinary
07/31/2023 GAUS Sell 40,515 7,422 Ordinary
07/31/2023 GAUS Sell 195,182 35,494 Ordinary
07/31/2023 GAUS Sell 168,060 30,787 Ordinary
07/31/2023 GAUS Sell 259,201 47,483 Ordinary
07/31/2023 GAUS Sell 704 129 Ordinary
07/31/2023 GAUS Sell 278,667 51,049 Ordinary
07/31/2023 GAUS Sell 150,035 27,485 Ordinary
07/31/2023 GAUS Sell 168,060 30,787 Ordinary
07/31/2023 GAUS Sell 168,060 30,787 Ordinary
07/31/2023 GAUS Buy 23,035 4,183 Ordinary
08/01/2023 GSAMLP Sell 2,424 440 Ordinary
08/01/2023 GSI Sell 115,867 21,059 Ordinary
08/01/2023 GAUS Sell 577,607 105,355 Ordinary
08/01/2023 GAUS Sell 5,211 947 Ordinary
08/01/2023 GAUS Sell 99,312 18,100 Ordinary
08/01/2023 GAUS Sell 82,221 14,958 Ordinary
08/01/2023 GAUS Sell 199,284 36,287 Ordinary
08/01/2023 GAUS Sell 36,680 6,659 Ordinary
08/01/2023 GAUS Sell 228,889 41,634 Ordinary
08/01/2023 GAUS Sell 31,084 5,654 Ordinary
08/01/2023 GAUS Sell 30,014 5,452 Ordinary
08/01/2023 GAUS Sell 14,107 2,566 Ordinary
08/01/2023 GAUS Sell 5 1 Ordinary
08/01/2023 GAUS Sell 129,013 23,467 Ordinary
08/01/2023 GAUS Sell 53,910 9,806 Ordinary
08/01/2023 GAUS Sell 391,069 71,134 Ordinary
08/01/2023 GAUS Sell 14,107 2,566 Ordinary
08/01/2023 GAUS Sell 14,107 2,566 Ordinary
08/01/2023 GAUS Buy 25,070 4,568 Ordinary
08/01/2023 GAUS Buy 566,957 103,285 Ordinary
08/01/2023 GAUS Buy 780,787 142,270 Ordinary
08/02/2023 GSAMLP Sell 21,349 3,939 Ordinary
08/02/2023 GSAMLP Sell 29,913 5,519 Ordinary
08/02/2023 GSI Sell 64,737 11,892 Ordinary
08/02/2023 GAUS Sell 694,023 128,038 Ordinary
08/02/2023 GAUS Sell 45,569 8,425 Ordinary
08/02/2023 GAUS Sell 13,115 2,427 Ordinary
08/02/2023 GAUS Sell 132,139 24,354 Ordinary

80

08/02/2023 GAUS Sell 431,147 79,439 Ordinary
08/02/2023 GAUS Sell 18,671 3,398 Ordinary
08/02/2023 GAUS Sell 252,574 45,966 Ordinary
08/02/2023 GAUS Sell 339,787 61,838 Ordinary
08/02/2023 GAUS Sell 14,561 2,692 Ordinary
08/02/2023 GAUS Sell 25,534 4,647 Ordinary
08/02/2023 GAUS Sell 179,608 32,687 Ordinary
08/02/2023 GAUS Sell 339,787 61,838 Ordinary
08/02/2023 GAUS Sell 189,713 34,526 Ordinary
08/02/2023 GAUS Sell 339,787 61,838 Ordinary
08/02/2023 GSCO
Return of Borrowed
Securities N/A 94,000 Ordinary
08/02/2023 GSI Borrow of Securities N/A 4,442 Ordinary
08/02/2023 GSI Borrow of Securities N/A 89,558 Ordinary
08/03/2023 GSI Sell 10,721 2,001 Ordinary
08/03/2023 GAUS Sell 215,116 39,933 Ordinary
08/03/2023 GAUS Sell 28,238 5,264 Ordinary
08/03/2023 GAUS Sell 33,283 6,176 Ordinary
08/03/2023 GAUS Sell 128,030 23,697 Ordinary
08/03/2023 GAUS Sell 21,422 3,965 Ordinary
08/03/2023 GAUS Sell 246,460 45,617 Ordinary
08/03/2023 GAUS Sell 187,947 34,787 Ordinary
08/03/2023 GAUS Sell 116,457 21,555 Ordinary
08/03/2023 GAUS Sell 37,306 6,905 Ordinary
08/03/2023 GAUS Sell 2,604 482 Ordinary
08/03/2023 GAUS Sell 37,306 6,905 Ordinary
08/03/2023 GAUS Sell 86,230 16,170 Ordinary
08/03/2023 GAUS Sell 6,213 1,165 Ordinary
08/03/2023 GAUS Sell 2,800 525 Ordinary
08/03/2023 GAUS Sell 86,827 16,282 Ordinary
08/03/2023 GAUS Sell 5,573 1,045 Ordinary
08/03/2023 GAUS Sell 4,261 799 Ordinary
08/03/2023 GAUS Sell 7,018 1,316 Ordinary
08/03/2023 GAUS Sell 37,306 6,905 Ordinary
08/03/2023 GAUS Sell 129,562 24,094 Ordinary
08/03/2023 GAUS Sell 636,667 118,543 Ordinary
08/03/2023 GAUS Sell 2,591 482 Ordinary
08/03/2023 GAUS Sell 260,649 48,606 Ordinary
08/03/2023 GSI
Return of Borrowed
Securities N/A 53,000 Ordinary
08/03/2023 GSI Borrow of Securities N/A 205,000 Ordinary
08/03/2023 GAUS Sell 2,604 482 Ordinary

81

08/04/2023 GAUS Sell 47,934 8,826 Ordinary
08/04/2023 GAUS Sell 558,881 103,030 Ordinary
08/04/2023 GAUS Sell 78,001 14,342 Ordinary
08/04/2023 GAUS Sell 40,269 7,402 Ordinary
08/04/2023 GAUS Sell 29,736 5,485 Ordinary
08/04/2023 GAUS Sell 16,933 3,116 Ordinary
08/04/2023 GAUS Sell 216,927 40,232 Ordinary
08/04/2023 GAUS Sell 16,933 3,116 Ordinary
08/04/2023 GAUS Sell 301,245 55,870 Ordinary
08/04/2023 GAUS Sell 119,727 22,205 Ordinary
08/04/2023 GAUS Sell 118,029 21,890 Ordinary
08/04/2023 GAUS Sell 16,661 3,090 Ordinary
08/04/2023 GAUS Sell 43,173 8,023 Ordinary
08/04/2023 GAUS Sell 8,723 1,621 Ordinary
08/04/2023 GAUS Sell 2,750 511 Ordinary
08/04/2023 GAUS Sell 6,000 1,115 Ordinary
08/04/2023 GAUS Sell 50,991 9,476 Ordinary
08/04/2023 GAUS Sell 2,126 395 Ordinary
08/04/2023 GAUS Sell 3,299 613 Ordinary
08/04/2023 GAUS Sell 3,807 706 Ordinary
08/04/2023 GAUS Sell 9,344 1,733 Ordinary
08/04/2023 GAUS Sell 12,968 2,410 Ordinary
08/04/2023 GAUS Sell 1,399 260 Ordinary
08/04/2023 GAUS Sell 5,537 1,027 Ordinary
08/04/2023 GAUS Sell 16,661 3,090 Ordinary
08/04/2023 GAUS Sell 16,661 3,090 Ordinary
08/04/2023 GSI
Return of Borrowed
Securities N/A 15,000 Ordinary
08/07/2023 GAUS Sell 46,340 8,410 Ordinary
08/07/2023 GAUS Sell 652,431 118,246 Ordinary
08/07/2023 GAUS Sell 99,602 18,000 Ordinary
08/07/2023 GAUS Sell 109,923 19,867 Ordinary
08/07/2023 GAUS Sell 14,004 2,534 Ordinary
08/07/2023 GAUS Sell 50,414 9,142 Ordinary
08/07/2023 GAUS Sell 8,594 1,556 Ordinary
08/07/2023 GAUS Sell 146,248 26,742 Ordinary
08/07/2023 GAUS Sell 354,924 64,899 Ordinary
08/07/2023 GAUS Sell 186,510 34,104 Ordinary
08/07/2023 GAUS Sell 66,299 12,123 Ordinary
08/07/2023 GAUS Sell 146,248 26,742 Ordinary
08/07/2023 GAUS Sell 146,248 26,742 Ordinary
08/07/2023 GSI Borrow of Securities N/A 80,000 Ordinary

82

08/08/2023 GAUS Sell 40,035 7,191 Ordinary
08/08/2023 GAUS Sell 444,803 79,990 Ordinary
08/08/2023 GAUS Sell 44,461 8,052 Ordinary
08/08/2023 GAUS Sell 82,345 14,913 Ordinary
08/08/2023 GAUS Sell 217,660 39,419 Ordinary
08/08/2023 GAUS Sell 11,386 2,062 Ordinary
08/08/2023 GAUS Sell 75,178 13,615 Ordinary
08/08/2023 GAUS Sell 1,342 243 Ordinary
08/08/2023 GAUS Sell 1,342 243 Ordinary
08/08/2023 GAUS Sell 1,342 243 Ordinary
08/08/2023 GSI Sell 131,744 24,397 Ordinary
08/08/2023 GSCO
Return of Borrowed
Securities N/A 114,000 Ordinary
08/09/2023 GAUS Sell 239,554 42,560 Ordinary
08/09/2023 GAUS Sell 931,015 165,495 Ordinary
08/09/2023 GAUS Sell 166,859 29,586 Ordinary
08/09/2023 GAUS Sell 17,525 3,108 Ordinary
08/09/2023 GAUS Sell 102,356 18,134 Ordinary
08/09/2023 GAUS Sell 85,294 15,319 Ordinary
08/09/2023 GAUS Sell 138,534 24,533 Ordinary
08/09/2023 GAUS Sell 5,050 907 Ordinary
08/09/2023 GAUS Sell 508,846 91,390 Ordinary
08/09/2023 GAUS Sell 175,360 31,495 Ordinary
08/09/2023 GAUS Sell 181,056 32,518 Ordinary
08/09/2023 GAUS Sell 26,776 4,809 Ordinary
08/09/2023 GAUS Sell 181,056 32,518 Ordinary
08/09/2023 GAUS Sell 181,056 32,518 Ordinary
08/09/2023 GSI
Return of Borrowed
Securities N/A 27,072 Ordinary
08/09/2023 GAUS Buy 27,345 4,850 Ordinary
08/10/2023 GAUS Sell 1,531,476 278,116 Ordinary
08/10/2023 GAUS Sell 231,106 41,984 Ordinary
08/10/2023 GAUS Sell 2,654 482 Ordinary
08/10/2023 GAUS Sell 565,969 102,768 Ordinary
08/10/2023 GAUS Sell 650,408 117,984 Ordinary
08/10/2023 GAUS Sell 8,295 1,498 Ordinary
08/10/2023 GAUS Sell 224,251 40,621 Ordinary
08/10/2023 GAUS Sell 8,295 1,498 Ordinary
08/10/2023 GAUS Sell 63,752 11,282 Ordinary
08/10/2023 GAUS Sell 329,726 58,351 Ordinary
08/10/2023 GAUS Sell 339,445 60,071 Ordinary
08/10/2023 GAUS Sell 619,744 109,675 Ordinary

83

08/10/2023 GAUS Sell 1,000 177 Ordinary
08/10/2023 GAUS Sell 56,643 10,024 Ordinary
08/10/2023 GAUS Sell 2,724 482 Ordinary
08/10/2023 GAUS Sell 56,643 10,024 Ordinary
08/10/2023 GAUS Sell 56,643 10,024 Ordinary
08/10/2023 GSCO
Return of Borrowed
Securities N/A 10,000 Ordinary
08/10/2023 GSI Borrow of Securities N/A 10,000 Ordinary
08/10/2023 GSI Borrow of Securities N/A 27,000 Ordinary
08/10/2023 GAUS Sell 2,724 482 Ordinary
08/10/2023 GAUS Buy 974,122 177,000 Ordinary
08/11/2023 GAUS Sell 2,225,980 414,807 Ordinary
08/11/2023 GAUS Sell 353,002 65,558 Ordinary
08/11/2023 GAUS Sell 147,516 27,363 Ordinary
08/11/2023 GAUS Sell 807,945 150,714 Ordinary
08/11/2023 GAUS Sell 270,607 50,375 Ordinary
08/11/2023 GAUS Sell 45,718 8,542 Ordinary
08/11/2023 GAUS Sell 33,630 6,284 Ordinary
08/11/2023 GAUS Sell 475,739 86,158 Ordinary
08/11/2023 GAUS Sell 22,711 4,113 Ordinary
08/11/2023 GAUS Sell 751,869 136,166 Ordinary
08/11/2023 GAUS Sell 894,837 162,058 Ordinary
08/11/2023 GAUS Sell 6,035 1,093 Ordinary
08/11/2023 GAUS Sell 46,752 8,467 Ordinary
08/11/2023 GAUS Sell 491,465 89,006 Ordinary
08/11/2023 GAUS Sell 46,752 8,467 Ordinary
08/11/2023 GAUS Sell 46,752 8,467 Ordinary
08/11/2023 GAUS Buy 685,398 127,600 Ordinary
08/14/2023 GSI Sell 15,075 2,810 Ordinary
08/14/2023 GAUS Sell 773,105 143,421 Ordinary
08/14/2023 GAUS Sell 476,657 88,620 Ordinary
08/14/2023 GAUS Sell 70,103 12,961 Ordinary
08/14/2023 GAUS Sell 61,701 11,439 Ordinary
08/14/2023 GAUS Sell 6,341 1,173 Ordinary
08/14/2023 GAUS Sell 56,963 10,556 Ordinary
08/14/2023 GAUS Sell 66,564 12,332 Ordinary
08/14/2023 GAUS Sell 275,221 51,407 Ordinary
08/14/2023 GAUS Sell 290,099 54,186 Ordinary
08/14/2023 GAUS Sell 174,993 32,686 Ordinary
08/14/2023 GAUS Sell 245,620 45,878 Ordinary
08/14/2023 GAUS Sell 245,620 45,878 Ordinary
08/14/2023 GAUS Sell 245,620 45,878 Ordinary

84

08/14/2023 GAUS Sell 56,766 10,603 Ordinary
08/14/2023 GAUS Sell 56,766 10,603 Ordinary
08/14/2023 GAUS Buy 535,306 99,987 Ordinary
08/15/2023 GAUS Sell 716,505 133,447 Ordinary
08/15/2023 GAUS Sell 37,722 7,031 Ordinary
08/15/2023 GAUS Sell 69,993 13,005 Ordinary
08/15/2023 GAUS Sell 99,528 18,473 Ordinary
08/15/2023 GAUS Sell 164,585 30,548 Ordinary
08/15/2023 GAUS Sell 159,410 29,676 Ordinary
08/15/2023 GAUS Sell 8,746 1,635 Ordinary
08/15/2023 GAUS Sell 16,394 3,045 Ordinary
08/15/2023 GAUS Sell 8,746 1,635 Ordinary
08/15/2023 GAUS Sell 66,577 12,407 Ordinary
08/15/2023 GAUS Sell 136,287 25,398 Ordinary
08/15/2023 GAUS Sell 5,473 1,020 Ordinary
08/15/2023 GAUS Sell 332,471 61,958 Ordinary
08/15/2023 GAUS Sell 216,977 40,435 Ordinary
08/15/2023 GAUS Sell 97,260 18,125 Ordinary
08/15/2023 GAUS Sell 45,708 8,518 Ordinary
08/15/2023 GAUS Sell 45,708 8,518 Ordinary
08/15/2023 GAUS Sell 45,708 8,518 Ordinary
08/15/2023 GSI Sell 5 1 Ordinary
08/15/2023 GSI
Return of Borrowed
Securities N/A 11,000 Ordinary
08/15/2023 GSI Borrow of Securities N/A 14,125 Ordinary
08/15/2023 GSI Buy 164,585 30,548 Ordinary
08/16/2023 GAUS Sell 86,962 16,405 Ordinary
08/16/2023 GAUS Sell 1,046,382 197,487 Ordinary
08/16/2023 GAUS Sell 1,170,665 221,049 Ordinary
08/16/2023 GAUS Sell 40,124 7,570 Ordinary
08/16/2023 GAUS Sell 1,013 191 Ordinary
08/16/2023 GAUS Sell 8,723 1,643 Ordinary
08/16/2023 GAUS Sell 92,892 17,266 Ordinary
08/16/2023 GAUS Sell 306,065 56,889 Ordinary
08/16/2023 GAUS Sell 8,221 1,528 Ordinary
08/16/2023 GAUS Sell 344,290 63,994 Ordinary
08/16/2023 GAUS Sell 560,185 104,123 Ordinary
08/16/2023 GAUS Sell 198,518 36,899 Ordinary
08/16/2023 GAUS Sell 42,588 7,916 Ordinary
08/16/2023 GAUS Sell 5,380 1,000 Ordinary
08/16/2023 GAUS Sell 37,244 7,043 Ordinary
08/16/2023 GAUS Sell 146,193 27,646 Ordinary

85

08/16/2023 GAUS Sell 13,596 2,571 Ordinary
08/16/2023 GAUS Sell 19,724 3,730 Ordinary
08/16/2023 GAUS Sell 150,116 28,388 Ordinary
08/16/2023 GAUS Sell 42,588 7,916 Ordinary
08/16/2023 GAUS Sell 42,588 7,916 Ordinary
08/16/2023 GAUS Sell 22,078 4,175 Ordinary
08/16/2023 GAUS Sell 336,845 63,698 Ordinary
08/16/2023 GAUS Sell 395,940 74,873 Ordinary
08/17/2023 GSAMLP Buy 3,524 660 Ordinary
08/17/2023 GAUS Sell 1,604,250 301,855 Ordinary
08/17/2023 GAUS Sell 1,164,389 219,338 Ordinary
08/17/2023 GAUS Sell 120,418 22,754 Ordinary
08/17/2023 GAUS Sell 248,992 46,826 Ordinary
08/17/2023 GAUS Sell 344,076 64,938 Ordinary
08/17/2023 GAUS Sell 326,730 61,619 Ordinary
08/17/2023 GAUS Sell 31,950 6,059 Ordinary
08/17/2023 GAUS Sell 19,937 3,779 Ordinary
08/17/2023 GAUS Sell 18,155 3,452 Ordinary
08/17/2023 GAUS Sell 679,242 129,155 Ordinary
08/17/2023 GAUS Sell 149,617 28,449 Ordinary
08/17/2023 GAUS Sell 94,459 17,961 Ordinary
08/17/2023 GAUS Sell 16,692 3,174 Ordinary
08/17/2023 GAUS Sell 18,970 3,574 Ordinary
08/17/2023 GAUS Sell 5,202 980 Ordinary
08/17/2023 GAUS Sell 14,602 2,751 Ordinary
08/17/2023 GAUS Sell 4,814 907 Ordinary
08/17/2023 GAUS Sell 249 47 Ordinary
08/17/2023 GAUS Sell 1,322 249 Ordinary
08/17/2023 GAUS Sell 324 61 Ordinary
08/17/2023 GAUS Sell 1,921 362 Ordinary
08/17/2023 GAUS Sell 165 31 Ordinary
08/17/2023 GAUS Sell 84,015 15,975 Ordinary
08/17/2023 GAUS Sell 16,692 3,174 Ordinary
08/17/2023 GAUS Sell 331,325 63,000 Ordinary
08/17/2023 GSI
Return of Borrowed
Securities N/A 3,244 Ordinary
08/17/2023 GSI Borrow of Securities N/A 3,244 Ordinary
08/17/2023 GAUS Sell 331,325 63,000 Ordinary
08/18/2023 GAUS Sell 664,215 123,907 Ordinary
08/18/2023 GAUS Sell 1,143,128 213,913 Ordinary
08/18/2023 GAUS Sell 174,304 32,518 Ordinary
08/18/2023 GAUS Sell 3,050 568 Ordinary

86

08/18/2023 GAUS Sell 153,548 28,699 Ordinary
08/18/2023 GAUS Sell 183,148 34,275 Ordinary
08/18/2023 GAUS Sell 19,705 3,671 Ordinary
08/18/2023 GAUS Sell 16,297 3,034 Ordinary
08/18/2023 GAUS Sell 393,740 73,927 Ordinary
08/18/2023 GAUS Sell 23,062 4,330 Ordinary
08/18/2023 GAUS Sell 451,981 84,862 Ordinary
08/18/2023 GAUS Sell 2,141 402 Ordinary
08/18/2023 GAUS Sell 251,694 47,257 Ordinary
08/18/2023 GAUS Sell 751,013 141,007 Ordinary
08/18/2023 GAUS Sell 174,945 32,847 Ordinary
08/18/2023 GAUS Sell 2,391 449 Ordinary
08/18/2023 GAUS Sell 23,062 4,330 Ordinary
08/18/2023 GAUS Sell 23,062 4,330 Ordinary
08/18/2023 GAUS Sell 331,814 62,300 Ordinary
08/18/2023 GSCO
Return of Borrowed
Securities N/A 150,000 Ordinary
08/18/2023 GSCO
Return of Borrowed
Securities N/A 114,000 Ordinary
08/18/2023 GSI
Return of Borrowed
Securities N/A 85,545 Ordinary
08/18/2023 GSCO Borrow of Securities N/A 0 Ordinary
08/18/2023 GSCO Borrow of Securities N/A 150,000 Ordinary
08/18/2023 GSCO Borrow of Securities N/A 114,000 Ordinary
08/18/2023 GAUS Sell 331,814 62,300 Ordinary
08/18/2023 GSI Buy 203 38 Ordinary
08/21/2023 GSI Sell 46,678 9,947 Ordinary
08/21/2023 GAUS Sell 379,193 79,483 Ordinary
08/21/2023 GAUS Sell 305,453 64,459 Ordinary
08/21/2023 GAUS Sell 2,477,889 525,438 Ordinary
08/21/2023 GAUS Sell 2,948,824 625,836 Ordinary
08/21/2023 GAUS Sell 94,770 20,000 Ordinary
08/21/2023 GAUS Sell 362,694 76,384 Ordinary
08/21/2023 GAUS Sell 437,180 92,955 Ordinary
08/21/2023 GAUS Sell 150,039 31,531 Ordinary
08/21/2023 GAUS Sell 438 90 Ordinary
08/21/2023 GAUS Sell 127,650 27,066 Ordinary
08/21/2023 GAUS Sell 774,436 165,364 Ordinary
08/21/2023 GAUS Sell 11,838 2,214 Ordinary
08/21/2023 GAUS Sell 73,214 13,693 Ordinary
08/21/2023 GAUS Sell 21,483 4,018 Ordinary
08/21/2023 GAUS Sell 776,501 145,227 Ordinary

87

08/21/2023 GAUS Sell 1,262,516 236,125 Ordinary
08/21/2023 GAUS Sell 21,478 4,017 Ordinary
08/21/2023 GAUS Sell 432,905 80,965 Ordinary
08/21/2023 GAUS Sell 1,936 362 Ordinary
08/21/2023 GAUS Sell 21,483 4,018 Ordinary
08/21/2023 GAUS Sell 21,483 4,018 Ordinary
08/21/2023 GAUS Sell 1,656,710 309,850 Ordinary
08/21/2023 GSCO
Return of Borrowed
Securities N/A 140,000 Ordinary
08/21/2023 GSI
Return of Borrowed
Securities N/A 39 Ordinary
08/21/2023 GSCO Borrow of Securities N/A 140,000 Ordinary
08/21/2023 GAUS Sell 1,656,710 309,850 Ordinary
08/21/2023 GAUS Buy 304,626 62,200 Ordinary
08/21/2023 GAUS Buy 1,354,973 276,885 Ordinary
08/22/2023 GAUS Sell 3,454,898 721,125 Ordinary
08/22/2023 GAUS Sell 1,245,388 257,948 Ordinary
08/22/2023 GAUS Sell 394,144 80,822 Ordinary
08/22/2023 GAUS Sell 149,140 30,548 Ordinary
08/22/2023 GAUS Sell 1,613,571 333,807 Ordinary
08/22/2023 GAUS Sell 79,325 16,311 Ordinary
08/22/2023 GAUS Sell 503,655 104,893 Ordinary
08/22/2023 GAUS Sell 100,012 20,508 Ordinary
08/22/2023 GAUS Sell 264,906 57,437 Ordinary
08/22/2023 GAUS Sell 528,350 114,557 Ordinary
08/22/2023 GAUS Sell 404,275 87,655 Ordinary
08/22/2023 GAUS Sell 842,311 182,630 Ordinary
08/22/2023 GAUS Sell 9,990 2,166 Ordinary
08/22/2023 GSI
Return of Borrowed
Securities N/A 2,000 Ordinary
08/22/2023 GSCO Borrow of Securities N/A 12,192 Ordinary
08/22/2023 GSI Sell 149,140 30,548 Ordinary
08/22/2023 GAUS Sell 9,990 2,166 Ordinary
08/22/2023 GSI Buy 64,457 13,687 Ordinary
08/22/2023 GAUS Buy 504,301 104,600 Ordinary
08/22/2023 GAUS Buy 620,357 134,506 Ordinary
08/22/2023 GAUS Buy 989,138 214,465 Ordinary
08/23/2023 GSI Sell 126 26 Ordinary
08/23/2023 GAUS Sell 493,883 99,351 Ordinary
08/23/2023 GAUS Sell 917,651 183,360 Ordinary
08/23/2023 GAUS Sell 31,949 6,386 Ordinary
08/23/2023 GAUS Sell 458,693 91,647 Ordinary

88

08/23/2023 GAUS Sell 568,295 113,467 Ordinary
08/23/2023 GAUS Sell 210,442 41,849 Ordinary
08/23/2023 GAUS Sell 32,797 6,588 Ordinary
08/23/2023 GAUS Sell 153,610 30,684 Ordinary
08/23/2023 GAUS Sell 20,405 4,137 Ordinary
08/23/2023 GAUS Sell 330,638 67,523 Ordinary
08/23/2023 GAUS Sell 284,041 58,007 Ordinary
08/23/2023 GAUS Sell 123,768 25,276 Ordinary
08/23/2023 GSI Sell 458,693 91,647 Ordinary
08/23/2023 GSI Sell 26,359 5,395 Ordinary
08/23/2023 GSCO Buy 5 1 Ordinary
08/23/2023 GAUS Buy 164,101 32,900 Ordinary
08/23/2023 GAUS Buy 276,143 56,394 Ordinary
08/23/2023 GAUS Buy 639,769 130,654 Ordinary
08/24/2023 GAUS Sell 85,261 17,076 Ordinary
08/24/2023 GAUS Sell 1,277,024 257,116 Ordinary
08/24/2023 GAUS Sell 1,187,399 238,328 Ordinary
08/24/2023 GAUS Sell 113,373 22,798 Ordinary
08/24/2023 GAUS Sell 32,386 6,513 Ordinary
08/24/2023 GAUS Sell 45,159 9,017 Ordinary
08/24/2023 GAUS Sell 504,574 100,749 Ordinary
08/24/2023 GAUS Sell 453,540 90,559 Ordinary
08/24/2023 GAUS Sell 273,053 54,521 Ordinary
08/24/2023 GAUS Sell 71,578 14,292 Ordinary
08/24/2023 GSI Sell 453,540 90,559 Ordinary
08/24/2023 GSI Sell 13,737 2,737 Ordinary
08/24/2023 GAUS Buy 444,194 88,693 Ordinary
08/24/2023 GSI Buy 451,344 90,753 Ordinary
08/24/2023 GAUS Buy 475,115 94,867 Ordinary

Signature

Print name

Regina Chan
(signing under power of attorney)

Capacity

Authorised Person

Sign here

Date

29 September 2023

89

Annexure C – Relevant Agreements
Part A

DATED: 3'd July 2001.
OSLl
OVERSEAS SECURITIES LENDER'S AGREEMENT
BETWEEN
GOLDMAN
SACHS INTERNATIONAL (I)
AND
BARCLAYS GLOBAL INVESTORS LIMITED
AS AGENT FOR EACH OF THE FUNDS AND ACCOUNTS
SET FORTH ON APPENDIX
A HERETO (2)
VERSION: BASED ON DECEMBER 1995 OSLA
DATED;
3'* Jul2001.
OSL J
OVERSEAS SECURITIES LENDER'S AGREEMENT
BETWEEN
GOLDMAN SACHS INTERNATIONAL
iii
AND
BARCLAYS GLOBAL INVESTORS LIMITED
AS AGENT FOR EACH OF THE FUNDS AND ACCOUNTS
SET FORTH ON APPENDIX A HERETO
(2)
VERSION:BASED ON DECEMBER
1995
OSLA

CONTENTS
Clause Page
1. INTERPRETATION .................................................................................................... 1
2. LOANS OF SECURITIES ........................................................................................ 14
3. DELIVERY OF SECURITIES .................................................................................. 14
4. RIGHTS AND TITLE ............................................................................................... 14
5. RATES ........................................................................................................................ 17
6. COLLATERAL .......................................................................................................... 18
7. REDELIVERY OF EQUIVALENT SECURITIES ................................................... 21
8. SET-OFF ETC ............................................................................................................ 23
9. TAXATION ................................................................................................................ 25
10. LENDER'S WARRANTIES ...................................................................................... 25
11. BORROWER'SWARRANTIES ............................................................................... 26
12. EVENTS OF DEFAULT ............................................................................................ 26
13. OUTSTANDING PAYMENTS ................................................................................. 28
14. TRANSACTIONS ENTERED INTO AS AGENT .................................................... 28
15. TERMINATION OF COURSE OF DEALINGS BY NOTICE ................................. 30
16. GOVERNING PRACTICES ...................................................................................... 30
17. OBSERVANCE OF PROCEDURES ......................................................................... 30
18. SEVERANCE ............................................................................................................. 30
19. SPECIFIC PERFORMANCE ..................................................................................... 31
20. NOTICES .................................................................................................................... 31
21. ASSIGNMENT ........................................................................................................... 31
22. NON-WAIVER ........................................................................................................... 31
W
Clause
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
ll.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
CONTENTS
INTERPRETATION
LOANS OF SECURITIES
DELIVERY
OF SECURITIES
RIGHTS AND TITLE
RATES
COLLATERAL
REDELIVERY OF EUIVALENT SECURITIES
SET-OFF ETC...
TAXATION
LENDER'S WARRANTIES
.
BORROWER'S WARRANTIES
EVENTS OF DEFAULT
OUTSTANDING PAYMENTS
TRANSACTIONS ENTERED INTO AS AGENT
TERMINATION OF COURSE OF DEALINGS BY NOTICE
GOVERNING PRACTICES
OBSERVANCE OF PROCEDURES
SEVERANCE
SPECIFIC PERFORMANCE
NOTICES
ASSIGNMENT
NON
-
WA1VER
Page
1
14
14
14
17
18
21
23
25
25
26
26
28
.
28
30
30
30
30
31
31
31
31

,,
23. ARBITRATION AND JURISDICTION .................................................................... 31
24. TIME ........................................................................................................................... 32
25. RECORDING ............................................................................................................. 32
26. GOVERNING LAW ................................................................................................... 32
SCHEDULE .......................................................................................................................... 34
fl
23.
ARBITRATION AND JURISDICTION...
24.
25.
TIME
RECORDING
26.
GOVERNING LAW
SCHEDULE
.
31
32
32
32
34

THIS AGREEMENT is made the 3rd day of July, 2001
BETWEEN:-
(I) Goldman Sachs International a company incorporated under the laws of England
and Wales, whose registered office is at Peterborough Court,
133 Fleet Street, London
EC4A 2BB
("Borrower"); and
(2) Barclays Global Investors Limited, a company incorporated in England and Wales,
registered number 796793, whose registered office
is at 54 Lombard Street, London EC3P
3AH, as agent for each of the funds and accounts set forth on Appendix A hereto ("Lender")
WHEREAS:-
I. The Parties hereto are desirous of agreeing a procedure whereby either one of them
(the
"Lender") will make available to the other of them (the "Borrower") from time
to time
Securities (as hereinafter defined) in order to enable the Borrower, subject to
any Inland Revenue provisions then in force, to fulfil a contract to sell such
Securities
or to on lend such Securities to a third party to enable such party to fulfil a contract to
sell such Securities, whether or not as part of a chain of arrangements to enable the
final party in such chain to fulfil a contract to sell such
Securities or to replace an
existing loan
of Securities to such third party, or for other purposes.
2. All transactions carried out under this Agreement will be effected in accordance with
the Rules (as hereinafter defined)
TOGETHER WITH current market practices,
customs and conventions.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AS
FOLLOWS:-
I. INTERPRETATION
(A)
In this Agreement:-
"Act oflnsolvency" means in relation to either Party
(i) its making a general assignment for the benefit
of, or entering into a reorganisation,
arrangement, or composition with creditors, or
(ii) its admitting in writing that it
is unable to pay
its debts as they become due, or
I
THIS AGREEMENT
is made the 3rd day
of
July, 2001
BETWEEN
(1)
Goldman Sachs Intemational
a company incorporated under the laws
of
England
and Wales, whose registered oñice is at Peterborough Coun,
133
Fleet Street, London
EC4A 2BB ("Borrower");
and
(2)
Barclays
Global
Investors
Limited,
a
company
incorporated
in
England
and
Wales,
registered
number 796793, whose registered office is at 54 Lombard Street, London EC3P
3AH,
as
agent
for
each
of
the funds and accounts set forth on Appendix A hereto ("Lender")
WHEREAS:
-
l.
The Parties hereto are desirous
of
agreeing a procedure whereby either one
of
them
(the
"Lender") will
make available to die other
of
them (the ô*Borrower") from time
to time Securities (as hereinafter defined) in order to enable the Borrower, subject to
any Inland Revenue provisions then in force, to
fulñl
a contract to sell such Securities
or to on lend such Securities to a dîird party to enable such pany to
fulfil
a
contract to
sellsuch
Securities, whedler or not
as
part
of
a chain
of
anangements to enable the
ñnal pany in
such chain to
fulfil
a contract to sell such Securities or to replace
an
existing loan
of
Securities to such third party, or for other purposes.
2.All
transactions carried out Lmder this Agreement
will
be
effected in accordance with
the
Rules
(as
hereinafter
defined)TOGETHER WITH
currentmarket
practices,
customs and conventions.
NOW
THIS
AGREEMENTWITNESSETH
ANDIT
LS
HEREBY
AGREED
AS
FOLLOWS:
-
l.
INTERPRETATION
(A)
in this Agreement:-
"Act of Insolvency"
means in relation to either Party
(i)
(ii)
its making
a general assignment for the beneñt
of;
orentering
into
a
reorganisation,
anangement, or composition with creditors, or
its admitting in writing that it
is unable to pay
its debts
asthey become due, or
l

"'Agent"
"Alternative Collateral"
(iii) its seeking, consenting to or acquiescing in the
appointment
of any trustee, administrator,
receiver or liquidator or analogous officer
of it
or any material part
of its property, or;
(iv) the presentation or filing
of a petition in respect
of it (other than by the other Party to this
Agreement in respect
of any obligation under
this Agreement) in any court or before any
agency alleging or for the bankruptcy,
winding-up or insolvency
of such Party (or any
analogous proceeding) or seeking any
reorganisation, arrangement, composition, re-
adjustment, administration, liquidation,
dissolution or similar relief under any present
or future statute, law or regulation, such
petition (except in the case
of a petition for
winding-up or any analogous proceeding in
respect
of which no such 30 day period shall
apply) not having been stayed or dismissed
within
30 days of its filing;
(v) the appointment
of a receiver, administrator,
liquidator or trustee or analogous officer
of
such Party over all or any material part of such
Party's property; or
(vi) the convening
of any meeting of its creditors
for the purpose
of considering a voluntary
arrangement as referred to in
Section 3 of the
Insolvency Act 1986 (or any analogous
proceeding);
shall have the same meaning given in Clause
14;
means Collateral of a Value equal to the Collateral
delivered pursuant to Clause 6 and provided by way
of
substitution for Collateral originally delivered or
previously substituted in accordance with the provisions
of Clauses 6(F) or 6(G);
2
"Alternative Collateral"
(iii)
its seeking, consenting to or acquiescing in the
appoimment
of
any
tmstee,
administrator,
receiver or liquidator or analogous ofñcer of it
or any material pan
of
its property, or;
(iv)
the presentation or ñling
of
a
petition in respect
of it(other
than
by
theother
Party
tothis
Agreement in respect
of
any
obligation under
this
Agreement)
in
any
court
orbefore
any
agency
alleging
or
for
the
bankruptcy,
winding-up or insolvency
of
such Pany (or any
analogous
proceeding)
or
seeking
any
reorganisation,
arrangement,
composition,
re-
adjustment,
administration,
liquidation,
dissolution or similar relief under any present
or
future
statute,
law
or
regulation,
such
petition
(except
in
the
case
of
a
petition
for
winding
-up
or
any
analogous
proceeding
in
respect
of
which no such
30
day
period shall
apply)
not
having
been
stayed
ordismissed
within
30 days
of
its ñling;
(v)
the
appointment
of
a
receiver,
administrator,
liquidator
or
tn1stee
or
analogous
officer
of
such Pany over all or any material pan
of
such
Pa11y's
propeny; or
(vi)
the
convening
of
any
meeting
of
its creditors
for
the
purpose
of
considering
a
voluntary
anangement as referred to in Section
3
of
the
Insolvency
Act
1986
(or
any
analogous
proceeding);
shall have the same meaning given in Clause
14;
means
Collateral
of
a
Value
equal
to
the
Collateral
delivered pursuant to Clause 6 and provided by way
of
substitution
forCollateral
originally
deliveredor
previously substituted in accordance
Mth
the provisions
of
Clauses 6(F )
or 6(G);
2

"Appropriate Tax Vouchers"
means:-
(i) either such tax vouchers and/or certificates as
shall enable the recipient to claim and receive
from any relevant tax authority, in respect
of
interest, dividends, distributions and/or other
amounts (including for the avoidance
of doubt
any manufactured payment) relating to
particular Securities, all and any repayment
of
tax or benefit of tax credit to which the Lender
would have been entitled but for the loan
of
Securities in accordance with this Agreement
and/or to which the Lender
is entitled in
respect
of tax withheld and accounted for in
respect
of any manufactured payment; or such
tax vouchers and/or certificates as are provided
by the Borrower which evidence an amount
of
overseas tax deducted which shall enable the
recipient to claim and receive from any
relevant tax authority all and any repayment
of
tax from the UK Inland Revenue or benefits of
tax credit in the jurisdiction of the recipient's
residence; and
(ii) such vouchers and/or certificates in respect
of
interest, dividends, distributions and/or other
amounts relating
to particular Collateral;
"Approved UK Collecting Agent" means a person who is approved as such for the
purposes
of the Rules of the UK Inland Revenue
relating to stocklending and manufactured interest and
dividends;
"Approved Intermediary" means a person who is approved as such for the
purposes
of the Rules of the UK Inland Revenue
relating to stocklending and manufactured interest and
dividends;
"Assured Payment" means a payment obligation of a Settlement Bank
arising (under the Assured Payment Agreement) as a
result
of a transfer of stock or other securities to a COO
stock account of a member of the COO for whom that
Settlement Bank
is acting;
3
"Appropriate Tax Vouchers
"Approved UK Collecting Agent"
"Approved Intermediary"
"Assured Payment"
means:
(i)
either such tax vouchers and/or certificates
as
shall enable the recipient to claimand
receive
from any relevant tax authority, in
respect
of
interest,
dividends,distributions
and/or
other
amounts (including for the avoidance
of
doubt
any
manufactured
payment)
relating
to
particular
SecL1rities,
all
and any repayment
of
tax or benefit
of
tax credit to which the Lender
would
havebeen
entitledbut
for
the
loan
of
Securities
in accordance
with this Agreement
and/or
to
which
the
Lender
is
entitled
in
respect
of
tax
withheld
and
accounted
for
in
respect
of
any manufactlued payment; or such
tax vouchers and/or certificates
as are provided
by the Borrower which evidence
an amount
of
overseas
taxdeducted
which
shall
enable
the
recipient
to
claim
and
receivefrom
any
relevant tax authority all and any repayment
of
tax from the UK Inland Revenue or benefits
of
tax credit in the jurisdiction of
the recipient's
residence; and
(ii)
such vouchers and/or ceniñcates in respect
of
interest,
dividends,distributions
and/or
other
amounts relating to panicular Collateral;
means
a
person
who
is
approved
as
such
for
the
purposes
of
the
Rules
of
the
UK
Inland
Revenue
relating to stocklending and manufactured interest and
dividends;
means
a
person
who
is
approved
as
such
for
the
purposes
of
theRules
of
the
UK
Inland
Revenue
relating to stocklending and manufactured interest and
dividends:
meansa
payment
obligation
of
a
Settlement
Bank
arising
(under
the
Assured
Payment
Agreement)
as
a
result
of
a transfer
of
stock or other securities to
a
CGO
stock account
of
a member
of
the CGO for whom that
Settlement Bank is acting;
3

"Assured Payment Agreement"
"Base Currency"
"Bid Price"
"Bid Value"
means an agreement dated 24 October 1986 between the
Bank
of England and all the other banks which are for
the time being acting as Settlement Banks in relation to
the
CGO regulating the obligations of such banks to
make payments in respect
of transfers of securities
through the
CGO as supplemented and amended from
time to time;
has the meaning given in the Schedule hereto;
in relation to Equivalent Securities or Equivalent
Collateral means the best available bid price thereof on
the most appropriate market in a standard size;
Subject to Clause 8(E) means:-
(A) in relation to Equivalent Collateral at a
particular time:-
(i) in relation to Collateral Types B(x)
and C (more specifically referred to in
the Schedule) the Value thereof as
calculated in accordance with such
Schedule;
(ii) in relation to
all other types of
Collateral (more specifically referred
to in the Schedule) the amount which
would be received on a sale
of such
Collateral at the Bid Price thereof at
such time less all costs, fees and
expenses that would be incurred in
connection with selling or otherwise
realising such Equivalent Collateral,
calculated on the assumption that the
aggregate thereof is the least that
could reasonably be expected
to be
paid in order to carry out such sale or
realisation and adding thereto the
amount
of any interest, dividends,
distributions or other amounts paid
to
the Lender and in respect of which
4
"Assured Payment Agreement"
"Base Currency"
"Bid Price
"Brd Value"
means an agreement dated 24 October 1986 between the
Bank
of
England and all the other banks which
are
for
the time being acting
as
Settlement Banks in relation to
the
CGO
regulating the obligations
of
suchbanks
to
make
payments
in
respect
of
transfers
of
securities
through the CGO
as
supplemented
and amended
from
time to time:
has the meaning given in the Schedule hereto;
in
relation
to
Equivalent
Securities
or
Equivalent
Collateral means the best available bid price thereof on
the most appropriate market in
a standard size;
Subject to Clause 8(E) means:-
(A)
in
relationto
Equivalent
Collateral
at
a
panicular timor-
(i)
in
relationto
Collateral
Types
B(x)
and C (more speciñcally refen
-
ed to in
the
Schedule)
the
Valuethereof
as
calculated
in
accordance
with
such
Schedule;
(ii)
in
relationtoallother
types
of
Collateral(more
speciñcally
referred
to in
the Schedule) the amount which
would be received
on
a
sale
of
such
Collateral
at
the
Bid Price thereof
at
such
time
less
all
costs,
fees
and
expenses
that
would
be
incurred
in
connection
with
selling
or
othemñse
realising
such
Equivalent
Collateral,
calculated
on the assumption that the
aggregate
thereof
is
theleast
that
could
reasonably
be
expected
tobe
paid in order to carry out
such sale or
realisation
and
adding
thereto
the
amoLmt
of
any
interest,
dividends,
distributions or other amounts paid to
the
Lender
and
in
respect
of which
4

'"Borrower"
"Borrowing Request"
"Business Day"
"Cash Collateral"
and
equivalent amounts have not been
paid to the Borrower in accordance
with Clause 6(G) prior to such time in
respect
of such Equivalent Collateral
or the original Collateral held gross
of
all and any tax deducted or paid in
respect thereof;
(B) in relation to Equivalent Securities at a
particular time the amount which would be
received on a sale
of such Equivalent Securities
at the Bid
Price thereof at such time less all
costs, fees and expenses that would be incurred
in connection therewith, calculated on the
assumption that the aggregate thereof is the
least that could reasonably be expected to be
paid in order to carry out the transaction;
with respect to a particular loan
of Securities means the
Borrower as referred to in Recital I
of this Agreement;
means a request made (by telephone or otherwise) by
the Borrower to the Lender pursuant to Clause 2(A)
specifying the description, title and amount
of the
Securities required by the Borrower, the proposed
Settlement Date and duration
of such loan and the date,
time, mode and place
of delivery which shall, where
relevant, include the bank agent clearing or settlement
system and account to which delivery
of the Securities
is to be made;
means a day on which banks and securities markets are
open for business generally in London and, in relation to
the delivery or redelivery
of any of the following in
relation to any loan, in the place(s) where the relevant
Securities, Equivalent Securities, Collateral (including
Cash Collateral) or Equivalent Collateral are to be
delivered;
means Collateral that takes the form
of a deposit of
currency;
5
and
(B)
equivalent
amounts
have
not
been
paid
to
the
Borrower
in
accordance
with
Clause 6(G) prior to such time in
respect
of
such
Equivalent
Collateral
or
tl1e
original Collateral held gross
of
all
and
any
tax
deducted
or
paid
in
respect thereof}
in
relationto
Equivalent
Securities
at
a
particular
time
the
amount
which
would
be
received on a sale
of
such Equivalent Securities
at
the
Bid Price thereof
atsuch
time
less
all
costs, fees and expenses that would be incurred
in
comlectiontherewith,
calculated
onthe
assumption
that
the
aggregate
thereof is
the
least
that could reasonably
be
expected
to
be
paid in order to can
-
y out the transaction;
"Borrower"
"Borrowing Request"
"Business Day"
"Cash Collateral"
wid1 respect to a panicular loan
of
Securities means the
Borrower
as
refened to in Recital
1
of
this Agreement;
means
a
request
made
(by
telephone
or otherwise) by
the
Bonower
to
the
Lender
pursuant
to
Clause
2(A)
specifying
the
description,
title
and
amount
of
the
Securities
required
by
the
Borrower,
the
proposed
Settlement Date and duration
of
such loan and the date,
time,
mode
and
place
of
delivery
which
shall,
where
relevant, include me bank agent clearing or settlement
system and account to which delivery
of
the Securities
is to be made:
means a day on which banks and securities markets are
open
for
business generally in London and, in relation to
the
delivery
or redelivery
of
any
of
the
following
in
relation to any loan, in the place(s) where the relevant
Securities,
Equivalent
Securities,
Collateral
(including
Cash
Collateral)
or
Equivalent
Collateral
are
to
be
delivered;
means
Collateral
that
takes
the
form
of
a
deposit
of
cunency;
5

"Central Gilts Office" or
"CGO"
"CGO Collateral"
"CGO Rules"
"Close
of Business"
"Collateral"
"Defaulting Party"
"Equivalent Collateral"
"Collateral
equivalent to"
means the computer based system managed by the Bank
of England to facilitate the book-entry transfer of gilt-
edged securities;
shall have the meaning specified in paragraph A
of the
Schedule;
means the requirements
of the CGO for the time being
in force as defined in the membership agreement
regulating membership
of the CGO;
means the time at which banks close in the business
centre in which payment
is to be made or Collateral is to
be delivered;
means such secunt1es or financial instruments or
deposits
of currency as are referred to in the Schedule
hereto or any combination thereof which are delivered
by the Borrower to the Lender in accordance with this
Agreement and shall include the certificates and other
documents
of or evidencing title and transfer in respect
of the foregoing (as appropriate), and shall include
Alternative Collateral;
shall have the meaning given in Clause 12;
or in relation to any Collateral provided under this
Agreement means
securities, cash or other property, as the case may be,
of
an identicaltype, nominal value, description and amount
to particular Collateral so provided and shall include the
certificates and other documents
of or evidencing title
and transfer in respect
of the foregoing (as appropriate).
If and to the extent that such Collateral consists of
securities that are partly paid or have been converted,
subdivided, consolidated, redeemed, made the subject
of
a takeover, capitalisation issue, rights issue or event
similar to any
of the foregoing, the expression shall
have the following meaning:
6
"Central Gilts Office" or
HCG0)9
"CGO Collateral"
"CGO Rules
"Close of Business"
"Collateral"
"Defaulting Party"
"Equivalent Collateral"
"Collateral equivalent to"
means the computer based system managed by the Bank
of
England to facilitare the book
-entry transfer
of gilt
-
edged securities;
shall have the meaning speciñed in paragraph A
of
the
Schedule:
means the requirements
of
the CGO for the time being
in
force
as
detined
in
the
membership
agreement
regulating membership
of
the CGO;
means
the
time
at
which banks
close
in the
business
centre in which payment is to be made or Collateral is to
be delivered:
means
such
securities
or
ñnancialinstmmentsor
deposits
of
cLu1ency as
are
referred to in the Schedule
hereto or any combination thereof which
are
delivered
by the Bonower to
the Lender in accordance with this
Agreement and shall
include the
ceniñcates and other
documents
of
or evidencing title and transfer in respect
of
dle
foregoing
(as
appropriate),
and
shall
include
Altemative Collateral:
shall have dle meaning given in Clause 12;
or
in
relationto
any
Collateral
provided
underthis
Agreement means
secmities, cash or other propeny,
as the case may be,
of
an
identicaltype, nominal value, description and amount
to panicular Collateral
so provided and shall include the
certificates and other documents
of
or evidencing title
and transfer in respect
of
the foregoing (as appropriate).
If
and
totheextentthat
such
Collateral
consists
of
securities that are partly paid or have been convened,
subdivided, consolidated, redeemed, made the subject
of
a
takeover,
capitalisation
issue,
rights
issue
or
event
similar to
any
of
the
foregoing,
the
expression
shall
have the following meaning:
6

(a) in the case of conversion, subdivision or
consolidation the securities into which the
relevant Collateral has been converted,
subdivided or consolidated
PROVIDED
THAT, if appropriate, notice has been given in
accordance with Clause 4(B)(vi);
(b) in the case
of redemption, a sum of money
equivalent to the proceeds
of the redemption;
( c) in the case
of a takeover, a sum of money or
securities, being the consideration or
alternative consideration
of which the
Borrower has given notice to the Lender in
accordance with Clause 4(B)(vi);
( d) in the case
of a call on partly paid securities,
the paid-up securities
PROVIDED THAT the
Borrower shall have paid to the Lender an
amount
of money equal to the sum due in
respect
of the call;
( e) in the case
of a capitalisation issue, the relevant
Collateral
TOGETHER WITH the securities
allotted by way
of a bonus thereon;
(f) in the case of a rights issue, the relevant
Collateral
TOGETHER WITH the securities
allotted thereon,
PROVIDED THAT the
Borrower has given notice to the Lender in
accordance with Clause 4(B)(vi), and has paid
to the Lender all and any sums due in respect
thereof;
(g) in the event that a payment or delivery
of
Income is made in respect of the relevant
Collateral in the form
of securities or a
certificate which may at a future date be
exchanged for securities or in the event
of an
option to take Income in the form of securities
or a certificate which may at a future date be
exchanged for securities, notice has been given
to the Borrower in accordance with Clause
7
(a)
(b)
CC)
(d)
(€)
(0
(g)
in
the
case
of
conversion,
subdivisionor
consolidationthe
securitiesintowhich
the
relevant
Collateral
has
been
convened,
subdivided
orconsolidated
PROVIDED
THAT, if
appropriate, notice has been given in
accordance
with Clause 4(B)(vi);
in the
case
of
redemption,
a
sum
of
money
equivalent to the proceeds
of
the redemption;
in the
case
of
a takeover,
a
smn
of
money
or
securities,
being
the
considerationor
altemativeconsideration
of
which
the
Borrower
has
given
noticeto
the
Lender
in
accordance
with
Clause 4(B)(vi);
in the
case
of
a
call on panly paid securities,
die paid-up securities PROVIDED THAT
the
Borrower
shall
have
paid
to
the
Lender
an
amount
of
money
equal
to
thesmndue
in
respect
of
the call;
in the case
of
a
capitalisation issue, the relevant
Collateral TOGETHER WITH
the
securities
allotted by way
of
a
bonus thereon;
in
thecase
of
a
rights
issue,
the
relevant
Collateral TOGETHER WITH
the
secmities
allotted
thereon,
PROVIDED
THAT
the
Bonower
has
given
noticeto
the
Lender
in
accordance
widî
Clause 4(B)(vi), and
has paid
to the Lender all and any sums due in respect
thereof:
in
the
eventthat
a
payment
or
delivery
of
Incomeis
made
in
respect
of
the
relevant
Collateral
in
the
fonn
of
securitiesor
a
certificato
which
may
at
a
future
date
be
exchanged
for securities or in the event
of
an
option to take Income in the fonn
of
securities
or
a
certificato which may
at
a future date
be
exchanged for securities, notice has been given
tothe
Borrower
in
accordance
with
Clause
7

"Equivalent Securities"
4(B)(vi) the relevant Collateral TOGETHER
WITH securities or a certificate equivalent to
those allotted;
(h) in the case
of any event similar to any of the
foregoing, the relevant Collateral
TOGETHER WITH or replaced by a sum of
money or securities equivalent to that received
in respect
of such Collateral resulting from
such event;
For the avoidance
of doubt, in the case of Bankers'
Acceptances (Collateral type B(v)), Equivalent
Collateral must bear dates, acceptances and
endorsements
(if any) by the same entities as the bill to
which it is intended to be equivalent and for the
purposes
of this definition, securities are equivalent to
other securities where they are
of an identical type,
nominal value, description and amount and such term
shall include the certificate and other documents
of or
evidencing title and transfer in respect
of the foregoing
(as appropriate);
means secur1lles
of an identical type, nominal value,
description and amount to particular
Securities
borrowed and such term shall include the certificates
and other documents
of or evidencing title and transfer
in respect
of the foregoing (as appropriate). If and to
the extent that such
Securities are partly paid or have
been converted, subdivided, consolidated, redeemed,
made the subject
of a takeover, capitalisation issue,
rights issue or event similar to any
of the foregoing, the
expression shall have the following meaning:
(a) in the case
of conversion, subdivision or
consolidation the securities into which the
borrowed
Securities have been converted,
subdivided or consolidated
PROVIDED
THAT if appropriate, notice has been given in
accordance with Clause 4(B)(vi);
(b) in the case
of redemption, a sum of money
equivalent to the proceeds
of the redemption;
8
"Equivalent Securities
4(B)(xd) the relevant Collateral
TOGETHER
WITH
securities or
a
certificato equivalent to
those allotted:
(h)
in lire
case
of
any
event
similar to any
of
the
foregoing,
the
relevant
Collateral
TOGETHER WITH
or replaced by
a
sum
of
money or securities equivalent to that received
in
respect
of
such
Collateral
resulting
from
such event:
For
the
avoidance
of
doubt,
in
the
case
of
Bankers'
Acceptances
(Collateral
type
B(v)),
Equivalent
Collateral
must
bear
dates,
acceptances
and
endorsements
(if
any) by the
same entities
as the
bill
to
which
it
is
intended
to
be
equivalent
and
for
the
purposes
of
this deñnition, securities
are
equivalent to
othersecuritieswherethey
are
of
an
identical
type,
nominal
value,
description and amount and
such
tenn
shall
include the ceniñcate and other documents of or
evidencing title and transfer in respect
of
the foregoing
(as appropriato);
means
securities
of
an
identical
type,
nominal
value,
description
and
amountto
panicular
Securities
bonowed
andsuch
tennshallinclude
the
certificates
and other documents
of
or evidencing title and transfer
in
respect
of
the
foregoing
(as
appropriate).
If
and to
me extent that such
Secluities
are
panly paid or
have
been
convened,
subdivided,
consolidated,
redeemed,
madethe
subject
of
a
takeover,
capitalisation
issue,
rights issue or event similar to any
of
the foregoing, the
expression shall have the following meaning:
(a)
in
the
case
of
conversion,
subdivision
or
consolidation
the
securitiesinto
which
the
borrowed
Securities
havebeen
converted,
subdividedorconsolidated
PROVIDED
THAT if
appropriate, notice has been given in
accordance
with Clause 4(B)(vi);
(b)
in
the
case
of
redemption,
asum
of
money
equivalent to the proceeds
of
the redemption;
8

( c) in the case of takeover, a sum of money or
securities, being the consideration or
alternative consideration
of which the Lender
has given notice to the Borrower in accordance
with Clause 4(B)(vi);
(d) in the case
of a call on partly paid securities,
the paid-up securities
PROVIDED THAT the
Lender shall have paid to the Borrower an
amount
of money equal to the sum due in
respect
of the call;
(e) in the case
of a capitalisation issue, the
borrowed Securities TOGETHER WITH the
securities allotted by way
of a bonus thereon;
(t) in the case of a rights issue, the borrowed
Securities TOGETHER WITH the securities
allotted thereon,
PROVIDED THAT the
Lender has given notice to the Borrower in
accordance with Clause 4(B)(vi), and has paid
to the Borrower all and any sums due in respect
thereof;
(g) in the event that a payment or delivery
of
Income is made in respect of the borrowed
Securities in the form
of securities or a
certificate which may at a future date be
exchanged for securities or in the event
of an
option to take Income in the form
of securities
or a certificate which may at a future date be
exchanged for securities, notice has been given
to the Borrower in accordance with Clause
4(B)(vi) the borrowed Securities TOGETHER
WITH securities or a certificate equivalent to
those allotted;
(h) in the case
of any event similar to any of the
foregoing, the borrowed Securities
TOGETHER WITH or replaced by a sum
of
money or securities equivalent to that received
9
CC)
(d)
(€)
(0
eg)
(h)
in the
case
of
takeover,
a
sum
of
money
or
securities,
being
the
considerationor
altemative consideration
of
which the Lender
has given notice to the Bonower in accordance
with
Clause
4(B)(vi);
in the
case
of
a
call on panly paid securities,
the paid-up securities PROVIDED THAT the
Lendershall
have
paid
to
the
Borrower
an
amount
of
money
equal
tothe
sum
due
in
respect
of
the call;
in
the
case
of
a
capitalisation
issue,
the
borrowed Securities TOGETHER WITH
the
securities allotted by way
of
a bonus thereon;
in
thecase
of
a
rights
issue,
the
bonowed
Securities
TOGETHER WITH
the
securities
allotted
thereon,
PROVIDED
THAT
the
Lender
has
given
notice
to
the
Bonower
in
accordance
with Clause 4(B)(vi),
and has paid
to the Bonower all and any sums due in respect
thereofl
in
dieevent
that
a
payment
or
delivery
of
Income
is
made
in
respect
of
the
borrowed
Securities
in
the
foml
of
securities
or
a
certificato
which
may
atafixturedatebe
exchanged
for securities or in the event
of
an
option to take Income in the fonn of securities
or
a
ceniñcate which may
at
a
future date be
exchanged
for securities, notice has been given
to
the
Borrower
in
accordance
with
Clause
4(B)(vi)
the borrowed Securities TOGETHER
WITH
securities or
a
ceniñcate equivalent to
those allotted;
in the
case
of
any
event
similar to any
of
the
foregoing,
theborrowed
Securities
TOGETHER WITH or
replaced by
a sum
of
money or securities equivalent to that received
9

"Event of Default"
"Income"
"Income
Payment Date",
"Lender"
"Manufactured Dividend"
"Margin"
"'Nominee"
"Non-Defaulting Party"
"Offer Price"
in respect of such borrowed Securities resulting
from such event;
For the purposes
of this definition, securities
are equivalent to other securities where they
are
of an identical type, nominal value,
description and amount and such term shall
include the certificate and other documents
of
or evidencing title and transfer in respect of the
foregoing (as appropriate);
has the meaning given in Clause 12;
any interest, dividends or other distributions
of any kind
whatsoever with respect to any Securities or Collateral;
with respect to any Securities or Collateral means the
date on which Income
is paid in respect of such
Securities or Collateral, or, in the case
of registered
Securities or Collateral, the date by reference to which
particular registered holders are identified as being
entitled to payment oflncome;
with respect to a particular loan
of Securities means the
Lender as referred to in Recital I
of this Agreement;
shall have the meaning given in Clause 4(B)(ii);
shall have the meaning specified in the
Schedule hereto;
means an agent or a nominee appointed by either
Party
and approved (if appropriate) as such by the Inland
Revenue to accept delivery of, hold or deliver
Securities, Equivalent Securities, Collateral and/or
Equivalent Collateral on its behalf whose appointment
has been notified to the other
Party;
shall have the meaning given in Clause 12;
in relation to Equivalent Securities or Equivalent
Collateral means the best available offer price thereof
on the most appropriate market in a standard size;
JO
"Event of Default"
"Income"
"Income Payment Date",
"Lender"
"Manufactured Dividend"
"Margin"
"Nominee"
"Non-Defaulting Party"
"01Ter Price
in respect
of
such borrowed Securities resulting
ti
-
om such event;
For the pm
-
poses
of
this
definition,
securities
are
equivalent
to
othersecuritieswhere
they
are
of
an
identical
type,
nominal
value,
description
and
amount
and
such
termshall
include the cel1iñcate and other documents
of
or evidencing title and transfer in respect
of
the
foregoing (as appropriate);
has the meaning given in Clause
12;
any interest, dividends or other distributions
of
any kind
whatsoever with respect to any Securities or Collateral;
with
respect to any
Securities
or Collateral
meansthe
dateon
which
Income
is
paid
in
respect
of
such
SecuritiesorCollateral,
or,
in
the
case
of
registered
Securities or Collateral, the date by reference to which
panicular
registered
holders
are
identified
as
being
entitled to payment
of
Income;
with
respect to a panicular loan
of
Securities means the
Lender
as
referred to in Recital
1
of this Agreement;
shall have the meaning given in Clause 4(B)(ii);
shall have the meaning speciñed in the Schedule hereto;
means an agent or a nominee appointed by either Pany
and
approved
(if
appropriate)
as
such
by
the
Inland
Revenue
to
accept
delivery
of,
holdor
deliver
Securities,
Equivalent
Securities,
Collateraland/or
Equivalent Collateral on its behalf
Whose
appointment
has been
notified to the other Party;
shall have the meaning given in Clause
12;
in
relation
to
Equivalent
Securities
or
Equivalent
Collateral means the best available
offer price thereof
on the most appropriate market in
a standard size;
10

"Offer Value"
"Parties"
"Performance Date"
"Principal"
"Reference Price"
Subject to Clause 8(E) means:-
(a) in relation to
Collateral equivalent to Collateral
types B (ix) and C (more specifically referred
to in the
Schedule hereto) the Value thereof as
calculated in accordance with such Schedule;
and
(b) in relation to Equivalent Securities or
Collateral equivalent to all other types of
Collateral (more specifically referred to in the
Schedule hereto) the amount it would cost to
buy such Equivalent Securities or Equivalent
Collateral at the Offer Price thereof at such
time together with all costs, fees and expenses
that would be incurred in connection therewith,
calculated on the assumption that the aggregate
thereof is the least that could reasonably be
expected to be paid in order to carry out the
transaction;
means the Lender and the Borrower and
"Party" shall be
construed accordingly;
shall have the meaning given in
Clause 8;
shall have the meaning given in Clause 14;
means:
(a) in relation to the valuation
of Securities,
Equivalent Securities,
Collateral and/or
Collateral equivalent to types B (ii), (viii), (xi)
and (xii) (more specifically referred to in the
Schedule hereto) such price as is equal to the
mid market quotation
of such Securities,
Equivalent Securities,
Collateral and/or
Equivalent
Collateral as derived from a
reputable pricing information service (such as
the services provided by Reuters, Extel
Statistical
Services and Telerate) reasonably
chosen in good faith by the Lender or
if
unavailable the market value thereof as derived
11
"Offer Value"
"Parties"
"Performance Date"
"Principal"
"Reference Price"
Subject to Clause 8(E) means:-
(a)in relation to Collateral equivalent to Collateral
types B (ix)
and C (more speciñcally referïed
to in
the Schedule hereto) the Value thereof
as
calculatedin accordance
with
such
Schedule:
and
(b)
in
relationto
Equivalent
Securities
or
Collateral
equivalent
to
all
other
types
of
Collateral (more specifically referred to in the
Schedule hereto) the
amoïmt
it would
cost to
buy
such
Equivalent
Securities
or
Equivalent
Collateral
at
the
Offer
Price
thereof at
such
time together with all costs,
fees and expenses
that would be incuned in comlection therewith,
calculated on the assumption that the aggregate
thereof is
the
least
that
could
reasonably
be
expected
to
be
paid
in order to cany out
the
transaction:
means me Lender and the Bonower and "Pany" shall be
constmed accordingly;
shall have the meaning given in Clause 8;
shall have the meaning given in Clause 14;
means:
(a)
in
relationtothevaluation
of
Securities,
Equivalent
Securities,
Collateral
and/or
Collateral equivalent to types B (ii), (viii), (xi)
and
(xii)
(more
specifically refened to in
the
Schedule hereto) such price
as
is equal to the
mid
market
quotation
of
such
Securities,
Equivalent
Securities,
Collateral
and/or
Equivalent
Collateral
as
derived
from
a
reputable pricing infonnation service (such
as
the
services
provided
by
Reuters,
Extel
StatisticalServices
and
Telerate)
reasonably
chosen
in
good
faith
by
theLenderor
if
Lmavailable the market value thereof
as
derived
ll

"Relevant Payment Date"
"Rules"
from the prices or rates bid by a reputable
dealer for the relevant instrument reasonably
chosen in good faith by the Lender, in each
case at Close
of Business on the previous
Business Day;
(b) in relation to the valuation
of Collateral and/or
Collateral equivalent to Collateral types A and
B(i) (more specifically referred to in the
Schedule hereto), the
CGO Reference Price of
such Securities, Equivalent Securities,
Collateral and/or Equivalent Collateral then
current as determined in accordance with the
CGO Rules from time to time in force.
( c) in relation to the valuation
of Collateral and/or
Collateral equivalent to Collateral types B(iii),
(iv), (v), (vi) (vii) and (ix), (more specifically
referred to in the Schedule hereto), the market
value thereof as derived from the rates bid by
Barclays Bank PLC for such instruments or, in
the absence
of such a bid, the average of the
rates bid by two leading market makers for
such instruments at Close
of Business on the
previous Business Day;
shall have the meaning given in Clause 4(B)(i);
means the rules for the time being
of the Stock
Exchange (where either Party is a member of the Stock
Exchange) and/or any other regulatory authority whose
rules and regulations shall from time to time affect the
activities
of the Parties pursuant to this Agreement
including but not limited to the stocklending regulations
and guidance notes relating to both stocklending and
manufactured interest and dividends for the time being
in force
of the Commissioners of the Inland Revenue
and any associated procedures required pursuant thereto
(PROVIDED THAT in an Event of Default, where
either Party is a member
of the Stock Exchange, the
Rules and Regulations
of the Stock Exchange shall
prevail);
12
"Relevant Payment Date"
'Roles"
ñom
the
prices
or
rates
bid
by
a
reputable
dealer
for
the
relevantinstnunent
reasonably
chosen
in good
faith by
the
Lender,
in
each
caseat
Close
of
Business
on
the
previous
Business Day;
(b)
in relation to the valuation
of
Collateral and/or
Collateral equivalent to Collateral types A
and
B(i)
(more
speciñcally
referred
to
in
the
Schedule hereto), the CGO Reference Price
of
such
Securities,
Equivalent
Securities,
Collateraland/or
Equivalent
Collateral
then
current
as
detemlinedin accordance
with the
CGO Rules from time to time in force.
(c)
in relation to the valuation of Collateral and/or
Collateral equivalent to Collateral types B(iii),
(iv), (v), (vi) (vii)
and
(ix), (more speciñcally
refened to in
tl1e
Schedule hereto), the market
value thereof
as
derived from the
rates bid by
Barclays Bank PLC for such instmments or, in
the absence
of
such
abid,
the
average
of
the
rates
bid
by
two
leading
market
makers
for
such
instmments at
Close
of
Business
on the
previous Business Day;
shall have the meaning given in Clause 4(B)(I);
meansthe
mles
for
the
time
being
of
the
Stock
Exchange (where either Pany is a member
of
the Stock
Exchange) and/or any other regulatory authority whose
mles and regulations shall from time to time affect the
activities
of
the
Panies
pursuant
tothis
Agreement
including but not limited to the stocklending regulations
and
guidance
notes
relating
toboth
stocklending
and
manufactured interest and dividends for the time being
in force
of
the
Commissioners
of
the
Inland
Revenue
and any associated procedures required pursuant thereto
(PROVIDED
THAT
in
an
Event
of
Default,where
either
Party
is
a
member
of
the
Stock
Exchange,
the
Rules
and
Regulations
of
the
Stock
Exchange
shall
prevail);
12

"'Securities"
"Settlement Bank"
"Settlement Date"
"Stock Exchange"
"Value"
means Overseas Securities as defined in the Income Tax
(Stock Lending) Regulations 1989
(S.1. 1989 No. 1299)
(as amended by the Income Tax (Stock Lending)
(Amendment) Regulations
1990 (S.1. 1990 No.
2552)and 1993
(S.I. 1993 No. 2003)) or any statutory
modification or re-enactment thereof for the time being
in force which the Borrower
is entitled to borrow from
the Lender in accordance with the Rules and which are
the subject
of a loan pursuant to this Agreement and
such term shall include the certificates and other
documents
of title in respect of the foregoing;
means a settlement member
of the CHAPS and Town
Clearing systems who has entered into contractual
arrangements with the
CGO to provide Assured
Payment facilities for members of the CGO;
means the date upon which Securities are or are to be
transferred to the Borrower in accordance with this
Agreement;
means the London
Stock Exchange Limited;
at any particular time means in respect
of Securities and
Equivalent Securities, the Reference
Price thereof then
current and in respect
of Collateral and/or Equivalent
Collateral such worth as determined in accordance with
the Schedule hereto.
(B) All headings appear for convenience only and shall not affect the interpretation
hereof.
(C) Notwithstanding the use of expressions such as "borrow", "lend", "Collateral",
"Margin'', "redeliver"
etc. which are used to reflect terminology used in the market
for transactions
of the kind provided for in this Agreement, title to Securities
"borrowed" or "lent" and "Collateral" provided in accordance with this Agreement
shall pass from one
Party to another as provided for in this Agreement, the Party
obtaining such title being obliged to redeliver Equivalent Securities or Equivalent
Collateral
as the case may be.
13
"Securities
"Settlement Bank"
"Settlement Date"
"Stock Exchange"
"Value"
means Overseas Securities
as
deñned in the Income Tax
(Stock Lending) Regulations 1989 (S.l. 1989 No. 1299)
cas
amended
by
theIncomeTax
(Stock
Lending)
(Amendment)
Regulations
1990
(S.l.
1990
No.
2552)and
1993
(S.I.
1993No.
2003)) or any
statutory
modiñcation or re
-enactment thereof for the time being
in force which the Borrower
is entitled to bonow from
the Lender in accordance with the Rules and which
are
the
subject
of
a
loan
pursuant
to
this
Agreement
and
such
tenn
shall
include
the
ceniñcates
and
other
documents
of
title in
respect
of
the foregoing;
means a settlement member
of
the
CHAPS
and
Tovm
Clearing
systems
who
has
entered
into
contractual
arrangements
with
the
CGO
to
provide
Assured
Payment facilities for members
of
the CGO;
means the date upon which Securities are or
are
to be
transferred
totheBorrower
in
accordance
with
this
Agreement;
means the London Stock Exchange Limited;
at any particular time means in respect
of
Securities and
Equivalent Securities, the Reference Price thereof then
cunent
and
in respect
of
Collateraland/or
Equivalent
Collateral such worth
as
detemined in accordance with
the Schedule hereto.
(B)
(C)
All
headings
appear
for
convenience
only
and
shallnot affect the interpretation
hereofl
Notwithstanding
the
use
of
expressions
such
as
"bonow",
"lend","Collateral",
"Margin", "redeliver"
etc. which are used to reflect terminology used in the market
for transactions
of
the
kind provided
for
in this Agreement,
title
to
Securities
ôôbolïowed" or
"lent"
and
"Collateral" provided in accordance with this Agreement
shall pass from one Party to mother
as
provided for in this Agreement, the Party
obtaining such title being obliged to redeliver Equivalent Securities or Equivalent
Collateral
as
the case may be.
13

(D) For the purposes of Clauses 6(H)-6(K) and 8(C)-8(E) of this Agreement or
otherwise where a conversion into the Base Currency
is required, all prices, sums
or values (including any Value,
Offer Value and Bid Value) of Securities,
Equivalent Securities, Collateral or Equivalent Collateral (including Cash
Collateral) stated in currencies other than the Base Currency shall be converted into
the Base Currency at the spot rate
of exchange at the relevant time in the London
interbank market for the purchase
of the Base Currency with the currency
concerned.
(E) Where at any time there is in existence any other agreement between the
Parties the
terms
of which make provision for the lending of Securities (as defined in this
Agreement) as well as other securities the terms
of this Agreement shall apply to
the lending
of such Securities to the exclusion of any other such agreement.
2. LOANS OF SECURITIES
(A) The Lender will lend Securities to the Borrower, and the Borrower will borrow
Securities from the Lender in accordance with the terms and conditions
of this
Agreement and with the Rules
PROVIDED ALWAYS THAT the Lender shall
have received from the Borrower and accepted (by whatever means) a Borrowing
Request.
(B) The Borrower has the right to reduce the amount
of Securities referred to in a
Borrowing Request
PROVIDED THAT the Borrower has notified the Lender of
such reduction no later than midday London time on the day which is two Business
Days prior to the Settlement Date unless otherwise agreed between the
Parties and
the Lender shall have accepted such reduction (by whatever means).
3. DELIVERY OF SECURITIES
The Lender shall procure the delivery of Securities to the Borrower or deliver such Securities
in accordance with the relevant Borrowing Request
TOGETHER WITH appropriate
instruments
of transfer duly stamped where necessary and such other instruments as may be
requisite to vest title thereto in the Borrower.
Such Securities shall be deemed to have been
delivered by the Lender to the Borrower on delivery to the Borrower or as it shall direct
of the
relevant instruments
of transfer, or in the case of Securities held by an agent or a clearing or
settlement system on the effective instructions to such agent or the operator
of such system to
hold the Securities absolutely for the Borrower, or by such other means as may be agreed.
14
(D)
(E)
2.
For
the
purposes
of
Clauses
6(H)-6(K)
and
8(C)-8(E)
of
this
Agreement
or
otherwise where a conversion into the Base Currency is required, all prices, sums
orvalues
(including
any
Value,
Oñer
Value
and
Bid
Value)
of
Secmities,
Equivalent
Securities,
Collateralor
Equivalent
Collateral
(including
Cash
Collateral) stated in currencies other than the Base Currency shall be converted into
the Base Currency at the spot rate
of
exchange at the relevant time in the London
interbankmarket
for
the
purchase
of
theBase
Currency
with
the
currency
concemed.
Where at any time there is in existence any other agreement between the Parties the
tenns
of
which make provision for the lending
of
Securities
(as
defined
in this
Agreement)
as
well
as
other securities the terms
of
this Agreement shall apply to
the lending
of
such Securities to the exclusion
of
any other such agreement.
LOANS OF SECURITIES
(A)
TheLender
will
lend Secmities to the Borrower, and the Bonower will borrow
Securities
from the Lender in
accordance
with
the
tenns
and
conditions
of
this
Agreement and with the Rules PROVIDED ALWAYS THAT
the
Lender shall
have received from the Borrower and accepted (by whatever means)
a
BonoMng
Request.
(B)
The
Bonower
hasthe
right to
reduce
theamount
of
Securitiesrefened to in
a
Bonowing Request PROVIDED THAT
the Bonower
has
notified the Lender of
such reduction no later than midday London time on the day which is two Business
Days prior to the Settlement Date unless otherwise agreed between the Panies and
the Lender shall have accepted such reduction (by whatever means).
3.
DELIVERY OF SECURITIES
The Lender shall procme the delivery
of
Securities to the Bonower or deliver such Securities
in
accordance
with
the
relevant
Bonowing
Request
TOGETHER
WITH
appropriate
instnunents
of
transfer duly stamped where necessary and such other instruments
asmay be
requisite to vest title thereto in the Bonower.
Such Securities shall be deemed to have been
delivered by the Lender to the Borrower on delivery to the Bonower or
as
it
shall direct
of
the
relevant instmments
oftransfer, or in the
case
of
Securities held by an agent or
a
clearing or
settlement system on the effective instructions to such agent or the operator
of
such system to
hold the Securities absolutely for the Borrower, or by such other means
as
may be agreed.
14

4. RIGHTS AND TITLE
(A) The Parties shall execute and deliver all necessary documents and
give all
necessary instructions to procure that all right, title and interest in:
(B)
(i) any Securities borrowed pursuant to Clause 2;
(ii) any Equivalent
Securities redelivered pursuant to Clause 7;
(iii) any Collateral delivered pursuant to Clause 6;
(iv) any Equivalent Collateral redelivered pursuant to Clauses 6 or 7;
shall pass from one Party to the other subject to the terms and conditions
mentioned herein and in accordance with the Rules,
on delivery or redelivery of the
same in accordance with this Agreement, free from all liens, charges and
encumbrances. In the case
of Securities, Collateral, Equivalent Securities or
Equivalent Collateral title to which is registered in a computer based system which
provides for the recording and transfer
of title to the same by way of book entries,
delivery and transfer
of title shall take place in accordance with the rules and
procedures
of such system as in force from time to time. The Party acquiring such
right, title and interest shall have no obligation to return
or redeliver any of the
assets so acquired but, in so far as any
Securities are borrowed or any Collateral is
delivered to such Party, such Party shall be obliged, subject to the terms
of this
Agreement, to redeliver Equivalent
Securities or Equivalent Collateral as
appropriate.
(i)
Where Income is paid in relation to any
Securities on or by reference to an
Income Payment Date
on which such Securities are the subject of a loan
hereunder, the Borrower shall, on the date
of the payment of such Income,
or on such other date as the Parties may from time to time agree, (the
"Relevant Payment Date") pay and deliver a sum of money or property
equivalent to the same (with any such endorsements or assignments as
shall be customary and appropriate to effect the delivery) to the Lender
or
its Nominee, irrespective of whether the Borrower received the same. The
prov1s10ns
of sub-paragraphs (ii) to (v) below shall apply in relation
thereto.
(ii) subject to sub-paragraph (iii) below, in the case
of any Income comprising
a payment, the amount (the
"Manufactured Dividend") payable by the
Borrower shall be equal to the amount
of the relevant Income together
with an amount equivalent to any deduction, withholding or payment for
or
on account of tax made by the relevant issuer (or on its behalf) in
15
4.
(A)
(B)
RIGHTS AND TITLE
TheParties
shall
execute
and
deliver
all
necessary
documents
and
give
all
necessary instmctions to
proc11re
that all right, title and interest in:
(i)
any Securities borrowed pursuant to Clause 2;
(ii)
any Equivalent Securities redelivered pursuant to Clause
7;
(iii)
any Collateral delivered pursuant to Clause 6;
(iv)
any Equivalent Collateral redelivered pursuant to Clauses
6
or
7;
shall
pass
from
one
Pany
to
the
other
subject
to
the
terms
and
conditions
mentioned herein and in accordance with the Rules, on delivery or redelivery
of
the
same
in
accordance
with
thisAgreement,free
from
all
liens,
charges
and
encumbrances.
In
the
case
of
Securities,
Collateral,
Equivalent
Securities
or
Equivalent Collateral title to which is registered in
a computer based system which
provides for the recording and transfer
of title to
the same by wayof
book entries,
delivery
and
transfer
of
title
shalltake
place
in accordance
with
the
mles
and
procedures
of
such system
as
in force from time to time.
The Party acquiring such
right, title
and
interest shall
have no obligation to retum or redeliver any of the
assets so acquired but, in so far
as any Securities are borrowed or any Collateral is
delivered to
such
Pany, such Party shall
be
obliged,
subject to the tenns
of
this
Agreement,
toredeliver
Equivalent
Secluitiesor
Equivalent
Collateral
as
appropriate.
iii
Where Income is paid in relation to any Securities on or by reference to an
Income Payment Date on which such Securities
are the subject
of
a loan
hereunder, the Borrower shall, on the date ofthe payment
of
such Income,
or on
such
other date
as
theParties
may
from time to time
agree,
(the
"Relevant Payment Date") pay and deliver
a sum
of
money or propeny
equivalent to the
same
(with any such endorsements
or assigmnents
as
shall be customary and appropriate to eñect the delivery) to the Lender or
its Nominee, inespective
of
whether the Borrower received the same.
The
provisions
of
sub-paragraphs
(ii)
to
(v)
below
shall
apply
in
relation
thereto.
(ii)
subject to sub-paragraph
(iii)
below, in the
case
of
any Income comprising
a
payment, the amount (the "Manufactured Dividend") payable by the
Borrower shall
be
equal to the amount
of
the
relevant Income together
with
an amount equivalent to any deduction, withholding or payment for
or
onaccount
of
tax made by the relevant
issuer
(or on its behalf)in
15

respect of such Income together with an amount equal to any other tax
credit associated with such Income unless a lesser amount is agreed
between the
Parties or an Appropriate Tax Voucher (together with any
further amount which may be agreed between the
Parties to be paid) is
provided in lieu
of such deduction, withholding tax credit or payment.
(iii) Where either the Borrower, or any person to whom the Borrower has on-
lent the Securities,
is unable to make payment of the Manufactured
Dividend to the Lender without accounting to the Inland Revenue for any
amount
of relevant tax (as required by Schedule 23A to the Income and
Corporation Taxes Act 1988) the Borrower shall pay to the Lender or its
Nominee, in cash, the Manufactured Dividend less amounts equal to such
tax. The Borrower shall at the same time
if requested supply Appropriate
Tax Vouchers to the Lender.
(iv)
If at any time any Manufactured Dividend falls to be paid and neither of
the Parties is an Approved UK Intermediary or an Approved UK
Collecting Agent, the Borrower shall procure that the payment is paid
through an Approved
UK Intermediary or an Approved UK Collecting
Agent agreed by the
Parties for this purpose, unless the rate of relevant
withholding tax in respect
of any Income that would have been payable to
the Lender but for the loan
of the Securities would have been zero and no
income tax liability under
Section 123 of the Income and Corporation
Taxes Act 1988 would have arisen in respect thereof.
( v) In the event
of the Borrower failing to remit either directly or by its
Nominee any sum payable pursuant to this Clause, the Borrower hereby
undertakes to pay a rate to the Lender (upon demand) on the amount due
and outstanding at the rate provided for in Clause
13 hereof. Interest on
such sum shall accrue daily commencing on and inclusive
of the third
Business Day after the Relevant
Payment Date, unless otherwise agreed
between the Parties.
(vi) Each
Party undertakes that where it holds securities of the same
description as any securities borrowed by it or transferred to it by way
of
collateral at a time when a right to vote arises in respect of such securities,
it will use its best endeavours to arrange for the voting rights attached to
such securities to be exercised in accordance with the instructions
of the
Lender or Borrower (as the case may be)
PROVIDED ALWAYS THAT
each Party shall use its best endeavours to notify the other of its
instructions in writing no later than seven Business Days prior to the date
upon which such votes are exercisable or as otherwise agreed between the
Parties and that the Party concerned shall not be obliged so to exercise the
16
(iii)
(iv)
(v)
(vi)
respect
of
such Income together with an
amoLmt
equal
to any other tax
credit
associated
vvith
such
Incomeunless
a
lesser
amountis
agreed
between
the
Parties or an Appropriate Tax Voucher (together with any
ñmher amount which may
be
agreed between the Parties to be paid) is
provided in lieu
of
such deduction, withholding tax credit or payment.
Where either the Borrower, or any person to whom the Bonower
has on-
lehi
the
Securities,
isunable
to
make
payment
of
the
Manufactured
Dividend to the Lender without accounting to the Inland Revenue for any
amount
of
relevant tax (as required by Schedule 23A to the Income and
Corporation Taxes Act 1988) the Borrower shall pay to the Lender or its
Nominee, in cash, the Manufactured Dividend less amounts equal to such
tax.
The Borrower shall at the same time
if
requested supply Appropriate
Tax Vouchers to the Lender.
If
at any time any Manufactured Dividend falls to
be paid and neither
of
the
Panies
is
an
Approved
UK
lntennediary
or
an
Approved
UK
Collecting
Agent,
the
Bonower shall
procme
that the
payment
is
paid
through an Approved UK Intennediary or
an
Approved UK Collecting
Agent agreed by the Parties for dïis purpose, unless the rate
of
relevant
withholding tax in respect
of
any Income that would have been payable to
the Lender but for the loan
of
the Securities would have been zero and no
income
tax
liability
under
Section
123
of
the
Income
and
Corporation
Taxes
Act
1988 would have arisen in respect dlereof.
In the
event
of
the
Bonower
failing
toremiteither
directly
or
by
its
Nominee any sum payable pmsuant to mis Clause, the Bonower hereby
undextakes to pay
a rate to the Lender (upon demand) on the amount due
and outstanding at the rate provided for in Clause
13
hereof
Interest on
such
sum
shall
accme
daily commencing on
and
inclusive
of
the third
Business Day after the Relevant Payment Date,
Lmless
otherwise agreed
between the Panies.
EachParty
undenakesthatwhere
it
holdssecurities
of
thesame
description
as
any securities borrowed by
it
or transferred to it by way
of
collateral at
a
time when a right to vote arises in respect
of
such securities,
it will
use its best endeavours to arrange for the voting rights attached to
such
securities to be exercised in accordance with the instmctions
of
the
Lender or Borrower (as the case may be) PROVIDED ALWAYS THAT
each
Pa11y
shall
use
its
best
endeavoursto
notify
theother
of
its
instructions in writing no later than seven Business Days prior to the date
upon which such votes are exercisable or
as
otherwise agreed between the
Panies and that the Party concemed shall not be obliged
so
to exercise the
16

votes in respect of a number of Securities greater than the number so lent
or transferred to it. For the avoidance
of doubt the Parties agree that
subject as hereinbefore provided any voting rights attaching to the
relevant Securities, Equivalent Securities, Collateral and/or Equivalent
Collateral shall be exercisable by the persons in whose name they are
registered or in the case
of Securities, Equivalent Securities, Collateral
and/or Equivalent Collateral in bearer form, the persons by or on behalf
of
whom they are held, and not necessarily by the Borrower or the Lender
(as the case may be).
(vii) Where, in respect
of any borrowed Securities or any Collateral, any rights
relating to conversion, sub-division, consolidation, pre-emption, rights
arising under a takeover offer or other rights, including those requiring
election by the holder for the time being
of such Securities or Collateral,
become exercisable prior to the redelivery
of Equivalent Securities or
Equivalent Collateral, then the Lender or Borrower, as the case may be,
may, within a reasonable time before the latest time for the exercise
of the
right or option give written notice to the other
Party that on redelivery of
Equivalent Securities or Equivalent Collateral, as the case may be, it
wishes to receive Equivalent Securities or Equivalent Collateral in such
form as will arise
if the right is exercised or, in the case of a right which
may be exercised in more than one manner, is exercised as
is specified in
such written notice.
(viii) Any payment to be made by the Borrower under this Clause shall be made
in a manner to be agreed between the Parties.
5. RATES
(A) In respect of each loan of Securities, the Borrower shall pay to the Lender, in the
manner prescribed in sub-Clause (C), sums calculated by applying such rate as
shall be agreed between the
Parties from time to time to the daily Value of the
relevant Securities.
(B) Where Cash Collateral is deposited with the Lender in respect
of any loan of
Securities in circumstances where:
(i) interest is earned by the Lender in respect
of such Cash Collateral and that
interest is paid to the Lender without deduction
of tax, the Lender shall
pay to the Borrower, in the manner prescribed in sub-Clause (C), an
amount equal to the gross amount
of such interest earned. Any such
payment due to the Borrower may be set-off against any payment due to
the Lender pursuant to sub-Clause (A) hereof
if either the Borrower has
17
5.
(A)
(B)
votes in respect
of
a number
of
Securities greater than the number
so
lent
or transferred to it.
For the avoidance
of
doubt the
Parties
agree
that
subject
as
hereinbefore
provided
any
voting
rights
attaching
to
the
relevant
Securities,
Equivalent
Secmities,
Collateral
and/or
Equivalent
Collateral
shall
be
exercisable
by
the
persons
in
whose
name
they
are
registered
or in
the
case
of
Securities,
Equivalent
Securities,
Collateral
and/or Equivalent Collateral in bearer fonn, the persons by or on behalf
of
whom they
are held, and not necessarily by the Borrower or the Lender
(as the case may be).
(vii)
Where,
in
respect
of
any bonowed Securities or any Collateral, any rights
relating
to
conversion,
sub-division,
consolidation,
pre-emption,
lights
arising under
a takeover offer or other lights, including
those
requiring
election by the holder for the time being
of
such Securities or Collateral,
becomeexercisable
prior
to
the
redelivery
of
Equivalent
Securities
or
Equivalent Collateral, then the Lender or Bonower,
as the case may be,
may, within a reasonable time before the latest time for the exercise
of
the
right or option give Mitten notice to the other Pany that on redelivery
of
Equivalent
Securities
or
Equivalent
Collateral,
as
the
case
may
be,
it
wishes to receive Equivalent Securities or Equivalent Collateral in such
fonn
as
will
arise
if
the right is exercised or, in the
case
of
a
right which
may be exercised in more than one maxmer, is exercised
as is specified in
such written notice.
(viii)
Any payment to
be made by the Bonower under this Clause shall be made
in
a ma1mer to be agreed between me Panies.
RATES
In respect
of
each loan
of
Securities, the Bonower shall pay to the Lender, in the
mammer
prescribed
in
sub-clause (C),
sums calculated by
applying
such
rate
as
shall
be
agreed
between the Panies from time to time to the daily Value of
the
relevant Securities.
Where
Cash
Collateral
is
deposited
with
the
Lender
in respect
of
any
loan
of
Securities in circumstances where:
(i)
interest is earned by the Lender in respect
of
such Cash Collateral and that
interest is paid to the Lender without deduction
of
tax, the Lender shall
pay
tothe
Borrower,
in the
maxmer
prescribed
in
sub-clause
(C),an
amount
equal
tothe
gross
amount
of
such
interest
eamed.
Any
such
payment due to the Borrower may
be set-
off
against any payment due to
the Lender pursuant to sub-clause (A) hereof
if
either the Bonower
has
17

warranted to the Lender in this Agreement that it is subject to tax in the
United Kingdom under Case I of Schedule D in respect of any income
arising pursuant to or in connection with the borrowing
of Securities
hereunder
or the Lender has notified the Borrower of the gross amount of
such interest or income; and
(ii) sub-Clause (B)(i) above does not apply, the Lender shall pay to the
Borrower, in the manner presented in sub-Clause (C), sums calculated by
applying such rates as shall be agreed between the
Parties from time to
time to the amount
of such Cash Collateral. Any such payment due to the
Borrower may be set-off against any payment due to the Lender pursuant
to sub-Clause (A) hereof.
(C) In respect
of each loan of Securities, the payments referred to in sub-Clauses (A)
and (B)
of this Clause shall accrue daily in respect of the period commencing on
and inclusive of the Settlement Day and terminating on and exclusive of the
Business Day upon which Equivalent Securities are redelivered
or Cash Collateral
is repaid.
Unless otherwise agreed, the sums so accruing in respect of each
calendar month shall be paid in arrears by the Borrower to the Lender or to the
Borrower by the Lender (as the case may be) not later than the Business Day which
is one week after the last Business Day
of the calendar month to which such
payments relate or such other date as the
Parties shall from time to time agree.
Any payment made pursuant to sub-Clauses (A) and (B) hereof shall be in such
currency and shall be paid in such manner and at such place as shall be agreed
between the
Parties.
6. COLLATERAL
(A)
(i) Subject to sub-Clauses (B), (C) and (E) below the Borrower undertakes to
deliver Collateral to the Lender (or in accordance with the Lender's
instructions)
TOGETHER WITH appropriate instruments of transfer
duly stamped where necessary and such other instruments as may be
requisite to vest title thereto in the Lender simultaneously with delivery
of
the borrowed Securities and in any event no later than Close of Business
on the Settlement Date. Collateral may be provided in any of the forms
specified in the Schedule hereto (as agreed between the
Parties);
(ii) where Collateral is delivered to the Lender's Nominee any obligation
under this Agreement to redeliver
or otherwise account for Equivalent
Collateral shall be an obligation
of the Lender notwithstanding that any
such redelivery may be effected in any particular case by the Nominee.
18
(C)
6.
(A)
warranted to the Lender in this Agreement that it is subject to tax in the
United Kingdom under
Case
I of
Schedule
D in
respect
of
any
income
arising
pursuant
toor
in connection
with
the
borrowing
of
Securities
hereunder or the Lender has notified the Bonower
of
the gross amount
of
such interest or income: and
(ii)
sub-clause
(B)(I)
above
does
not
apply,
the
Lendershall
pay
to
the
Borrower, in the mmmer presented in sub-clause (C), sums calculated by
applying such rates
as
shall be agreed between the Parties from time to
time to the amount
of
such Cash Collateral.
Any
such payment due to the
Borrower may be
set-
oñ' against any payment due to the Lender pursuant
to sub-clause (A) hereof
In respect
of
each loan
of
Securities, the payments refened to in sub
-
clauses (A)
and
(B)
of
this Clause shall accrue daily in respect
of
the pe1iod conmlencing on
and
inclusive
of
the
Settlement
Day
and
terminating
onand
exclusive
of
the
Business Day upon which Equivalent Securities
are redelivered or Cash Collateral
is
repaid.
Unless
otherwise
agreed,
the
sums
so
accming
in
respect
of
each
calendar month shall be paid in anears by the Bonower to the Lender or to the
Borrower by the Lender (as the
case may be) not later than the Business Day which
isone
week
after the
last
Business
Day
of
the
calendarmonthto
which
such
payments
relate
or such other date
as
the
Panies
shall
from time to time
agree.
Any payment made pursuant to sub-clauses (A) and (B) hereof shall
be
in such
cunency and shall
be
paid
in
such
manner and at such place
as
shall
be
agreed
between the Parties.
COLLATERAL
(i)
Subject to sub-clauses (B), (C) and (E) below the Borrower undertakes to
deliver
Collateral
to
the
Lender
(or
in
accordance
with
the
Lender's
instmctions)
TOGETHER
WITH
appropriate
instruments
of
transfer
duly
stamped
where
necessary
andsuch
other
instmments
as
may
be
requisite to vest title thereto in the Lender simultaneously with delivery
of
the bonowed Securities and in any event no later than Close
of
Business
on the Settlement Date.
Collateral may be provided in any
of
the forms
specified in the Schedule hereto (as agreed between the Parties);
(ii)
where
Collateral
isdeliveredtotheLender'sNominee
any
obligation
under
this
Agreement to
redeliver or otherwise account
for Equivalent
Collateral shall be an obligation
of
the Lender notwithstanding that any
such redelivery may be effected in any particular
case by the Nominee.
18

(B) Where COO Collateral is provided to the Lender or its Nominee by member-to-
member delivery or delivery-by-value in accordance with the provisions
of the
COO Rules from time to time in force, the obligation of the Lender shall be to
redeliver Equivalent Collateral through the
COO to the Borrower in accordance
with this Agreement. Any references, (howsoever expressed) in this Agreement,
the Rules, and/or any other agreement or communication between the
Parties to an
obligation to redeliver such Equivalent Collateral shall be construed accordingly.
If the loan of Securities in respect of which such Collateral was provided has not
been discharged when the Collateral is redelivered, the Assured
Payment
obligation generated on such redelivery shall be deemed to constitute a payment of
money which shall be treated as Cash Collateral until the loan is discharged, or
further Equivalent Collateral is provided later during that Business Day. This
procedure shall continue daily where
COO Collateral is delivered-by-value for as
long as the relevant loan remains outstanding.
(C) Where
COO Collateral or other collateral is provided by delivery-by-value to a
Lender or its Nominee the Borrower may consolidate such Collateral with other
Collateral provided by the same delivery to a third party for whom the Lender or its
Nominee
is acting.
(D) Where Collateral is provided by delivery-by-value through an alternative book
entry transfer system, not being the
COO, the obligation of the Lender shall be to
redeliver Equivalent Collateral through such book entry transfer system in
accordance with this Agreement.
If the loan of Securities in respect of which such
Collateral was provided has not been discharged when the Collateral is redelivered,
any payment obligation generated within the book entry transfer system on such
redelivery shall be deemed to constitute a payment
of money which shall be treated
as Cash Collateral until the loan is discharged, or further Equivalent Collateral is
provided later during that Business Day. This procedure shall continue when
Collateral
is delivered-by-value for as long as the relevant loan remains
outstanding;
(E) Where Cash Collateral is provided the sum
of money so deposited may be adjusted
in accordance with Clause 6(H). Subject to Clause 6(H)(ii), the Cash Collateral
shall be repaid at the same time as Equivalent Securities in respect
of the Securities
borrowed are redelivered, and the Borrower shall not assign, charge, dispose
of or
otherwise deal with its rights in respect
of the Cash Collateral. If the Borrower
fails to comply with its obligations for such redelivery
of Equivalent Securities the
Lender shall have the right to apply the Cash Collateral by way
of set-off in
accordance with Clause
8.
19
(B)
(C)
(D)
(E)
Where
CGO Collateral is provided to the Lender or its Nominee by member
-to-
member
delivery
or delivery-by-value in
accordance
with
the
provisions
of
the
CGO
Rules
from time to time in force, the obligation of
the
Lender shall
be
to
redeliver Equivalent Collateral through the CGO to the Bonower in
accordance
with this Agreement.
Any references, (howsoevcr expressed) in this Agreement,
the Rules, and/or any other agreement or communication between the Panies to an
obligation to redeliver such Equivalent Collateral shall
be
constmed accordingly.
If
the loan of Securities in respect
of
which such Collateral was provided
has not
been
discharged
when
the
Collateral
is
redelivered,
the
Assured
Payment
obligation generated on such redelivery shall be deemed to constitute a payment
of
money
which shall
be
treated
as
Cash Collateral until the loan is discharged, or
further
Equivalent
Collateral
is
pmvided
later during
thatBusiness
Day.
This
procedure shall continue daily where CGO
Collateral is delivered
-by
-value for
as
long
as the relevant loan remains outstanding.
Where
CGO
Collateral
or other collateral is provided by delivery
-by
-value to
a
Lender or its Nominee the Borrower may consolidate such Collateral with other
Collateral provided by the same delivery to a third pany for whom the Lender or its
Nominee is acting.
Where
Collateral
is
provided
by
delivery-by-value
through
an
altemativebook
entry transfer system, not being me CG0, the obligation
of
the Lender shallbe to
redeliver
Equivalent
Collateral
through
such
book
entrytransfer
system
in
accordance
with this Agreement.
If
the loan
of
Securities in respect
of which
such
Collateral was provided
has
not been discharged when the Collateral is redelivered,
any payment obligation generated within die book entry transfer system on such
redelivery shall be deemed to constitute a payment
of
money which shall
be treated
as
Cash Collateral until the loan is discharged, or further Equivalent Collateral is
provided
later
during
thatBusiness
Day.
This
procedure
shall
continuewhen
Collateral
is
delivered-by-value
for
as
long
as
the
relevantloanromains
outstanding;
Where Cash Collateral is provided dle sum
of
money so deposited may be adjusted
in accordance with Clause 6(H).
Subject to Clause 6(H)(ii), the Cash Collateral
shall be repaid at the same time as Equivalent Securities in respect
of
the Securities
b01ïowed are redelivered, and the Borrower shall not assign, charge, dispose
of
or
otherwise deal with its rights in respect
of
the Cash Collateral.
If
the Borrower
fails to comply with its obligations for such redelivery
of
Equivalent Securities the
Lendershall
have
the
right to apply
theCash
Collateral
by
way
of
set-
off
in
accordance
with
Clause 8.
19

(F) The Borrower may from time to time call for the repayment of Cash Collateral or
the redelivery
of Collateral equivalent to any Collateral delivered to the Lender
prior to the date on which the same would otherwise have been repayable or
redeliverable
PROVIDED THAT at the time of such repayment or redelivery the
Borrower shall have delivered or delivers Alternative
Collateral acceptable to the
Lender.
(G) (i)
Where Collateral (other than Cash Collateral) is delivered in respect of
which any Income may become payable, the Borrower shall call for the
redelivery
of Collateral equivalent to such Collateral in good time to
ensure that such Equivalent
Collateral may be delivered prior to any such
Income becoming payable to the Lender, unless in relation to such
Collateral the Parties are satisfied before the relevant Collateral is
transferred that no tax will be payable to the
UK Inland Revenue under
Schedule 23A
of the Income and Corporation Taxes Act 1988. At the
time
of such redelivery the Borrower shall deliver Alternative Collateral
acceptable to the Lender.
(ii) Where the Lender receives any Income in circumstances where the
Parties
are satisfied as set out in Clause 6(G)(i) above, then the Lender shall on
the date on which the Lender receives such Income or on such date as the
Parties may from time to time agree, pay and deliver a sum of money or
property equivalent to such Income (with any such endorsements or
assignments as shall be customary and appropriate to effect the delivery)
to the Borrower and shall supply Appropriate Tax Vouchers
(if any) to the
Borrower.
(H)
Unless the Schedule to this Agreement indicates that Clause 6(I) shall apply in lieu
of this Clause 6(H), or unless otherwise agreed between the Parties, the Value of
the Collateral delivered to or deposited with the Lender or its nominated bank or
depositary (excluding any
Collateral repaid or redelivered under sub-Clauses
(H)(ii) or (!)(ii) below (as the case may be) ("Posted Collateral")) in respect of
any loan of Securities shall bear from day to day and at any time the same
proportion to the Value
of the Securities borrowed under such loan as the Posted
Collateral
bore at the commencement of such loan. Accordingly:
(i) the Value
of the Posted Collateral to be delivered or deposited while the
loan
of Securities continues shall be equal to the Value of the borrowed
Securities and the Margin applicable thereto (the
"Required Collateral
Value");
20
(F)
(G)
(H)
The Borrower may ñom time to time call for the repayment
of
Cash Collateral or
the
redelivery
of
Collateral equivalent to any Collateral delivered to the Lender
prior to
the
dateon
which the
same
would otherwise
have
been
repayable
or
redeliverable PROVIDED THAT
at the time
of
such repayment or redelivery the
Borrower shall have delivered or delivers Altemative Collateral acceptable to the
Lender.
(i)
Where Collateral
(other than Cash Collateral) is
delivered in respect
of
which any Income may become payable, the Borrower shall call for the
redelivery
of
Collateral
equivalent
to
such
Collateral
in
good
timeto
ensure that such Equivalent Collateral may be delivered prior to any such
Income
becoming
payable
tothe
Lender,
unless
in
relation
to
such
Collateral
theParties
are
satisñedbefore
the
relevant
Collateral
is
transferred that no tax
will
be
payable to the UK Inland Revenue under
Schedule 23A
of
the
Income and Corporation
Taxes
Act
1988.
At
the
time
of
such redelivery the Borrower shall deliver Altemative Collateral
acceptable to the Lender.
(ii)
Where the Lender receives any Income in circumstances where the Parties
are
satisñed
as
set out in Clause 6(G)(I) above, then the Lender shall on
the date on which the Lender receives such Income or on such date
as
the
Parties may from time to time
agree, pay and deliver
a sum
of
money or
property
equivalent
to
such
Income
(with
any
such
endorsements
or
assignments as shall be customary and appropriato to effect the delivery)
to the Borrower and shall supply Appropriate Tax Vouchers
(if
any) to the
Borrower.
Unless the Schedule to this Agreement indicates that Clause 6(1) shall apply in lieu
of
this Clause 6(H), or unless otherwise agreed between the Panies, the Value
of
the Collateral delivered to or deposited with the Lender or its nominated bank or
depositary
(excluding
any
Collateral
repaid
orredeliveredunder
sub-clauses
(H)(ii) or (I)(ii) below
(as the case may be) ("Posted Collateral")) in
respect
of
any
loan
of
Securities
shall
bear
from
day
to
day
andat
any
time
thesame
proportion to the Value
of
the Securities bonowed under such loan
as
the Posted
Collateral bore at the commencement
of
such loan.
Accordingly:
(i)
the Value
of
the Posted Collateral to be delivered or deposited while the
loan
of
Sec1uities continues shall be equal to the Value
of
the borrowed
Securities and the Margin applicable thereto
(the
"Required Collateral
Value");
20

(ii) if on any Business Day the Value of the Posted Collateral in respect of
any loan of Securities exceeds the Required Collateral Value in respect of
such loan, the Lender shall (on demand) repay such Cash Collateral and/or
redeliver to the Borrower such Equivalent Collateral as will eliminate the
excess; and
(iii)
if on any Business Day the Value of the Posted Collateral falls below the
Required Collateral Value, the Borrower shall (on demand) provide such
further Collateral to the Lender as will eliminate the deficiency.
(l) Subject to Clause 6(J), unless the Schedule to this Agreement indicates that Clause
6(H) shall apply in lieu
of this Clause 6(I), or unless otherwise agreed between the
Parties:-
(i) the aggregate Value of the Posted Collateral in respect of all loans of
Securities outstanding under this Agreement shall equal the aggregate of
the Required Collateral Values in respect of such loans;
(ii)
if at any time the aggregate Value of the Posted Collateral in respect of all
loans
of Securities outstanding under this Agreement exceeds the
aggregate
of the Required Collateral Values in respect of such loans, the
Lender shall (on demand) repay such Cash Collateral and/or redeliver to
the Borrower such Equivalent Collateral as will eliminate the excess;
(iii)
if at any time the aggregate Value of the Posted Collateral in respect of all
loans
of Securities outstanding under this Agreement falls below the
aggregate
of Required Collateral Values in respect of all such loans, the
Borrower shall (on demand) provide such further Collateral to the Lender
as will eliminate the deficiency.
(J) Where Clause 6(I) applies, unless the Schedule to this Agreement indicates that
this Clause 6(J) does not apply,
if a Party (the "first Party") would, but for this
Clause 6(J), be required under Clause 6(I) to repay Cash Collateral, redeliver
Equivalent Securities or provide further Collateral in circumstances where the other
Party (the "second Party") would, but for this Clause 6(J), also be required to
repay Cash Collateral or provide or redeliver Equivalent Collateral under Clause
6(1), then the Value of the Cash Collateral or Equivalent Collateral deliverable by
the first
Party ("X") shall be set-off against the Value of the Cash Collateral, or
Equivalent Collateral or further Collateral deliverable by the second
Party ("Y")
and the only obligation of the Parties under Clause 6(1) shall be, where X exceeds
Y, an obligation of the first Party, or where Y exceeds X, an obligation of the
21
iii
(J)
(ii)
if
on any Business Day the Value
of
the Posted Collateral in respect
of
any loan
of
Securities exceeds the Required Collateral Value in respect
of
such loan, the Lender shall (on demand) repay such Cash Collateral and/or
redeliver to the Borrower such Equivalent Collateral
as
will
eliminate the
excess;
and
(iii)
if
on any Business Day the Value
of
the Posted Collateral falls below the
Required Collateral Value, the Bonower shall (on demand) provide such
further Collateral to the Lender
as
will
eliminate the deñciency.
Subject to Clause 6(J), unless the Schedule to this Agreement indicates that Clause
6(H) shall apply in lieu
of
this Clause 6(I), or unless otherwise agreed between the
Parties:-
(i)
the
aggregate
Value
of
thePosted
Collateral
in
respect
of
all
loans
of
Securities outstanding under this Agreement shall equal the aggregate
of
the Required Collateral Values in respect
of
such loans;
(ii)
if
at any time the aggregate Value
of
the Posted Collateral in respect
of
all
loans
of
Securities
outstanding
underthis
Agreementexceedsthe
aggregate
of
the Required Collateral Values in respect
of
such loans, the
Lender shall (on demand) repay such Cash Collateral and/or redeliver to
the Bonower such Equivalent Collateral
as
will
eliminate the excess;
(iii)
if
at any time the aggregate Value
of
the Posted Collateral in respect
of
all
loans
of
Securities
outstanding
underthis
Agreement
fallsbelow
the
aggregate
of
Required Collateral Values in respect
of
all such loans, the
Borrower shall (on demand) provide such further Collateral to the Lender
as
will
eliminate die deficiency.
WhereClause
6(I) applies, unless the Schedule to this Agreement indicates that
this Clause 6(J) does not apply,
if
a Pany (the
"first Party")
would, but for this
Clause
6(J),
be
required
mlder
Clause
6(I)
to
repay
Cash
Collateral,
redeliver
Equivalent Securities or provide further Collateral in circumstances where the other
Pany
(the
"second
Party") would, but for this
Clause
6(J),
alsobe
required to
repay Cash Collateral or provide or redeliver Equivalent Collateral under Clause
6(1), then the Value
of
the Cash Collateral or Equivalent Collateral deliverable by
the
ñrst Party
("X")
shall be set-
off
against the Value
of
the Cash Collateral, or
Equivalent Collateral
or ñ1rther Collateral deliverable by the second Pany
("Y")
and the only obligation
of
the Parties under Clause 6(I) shall be, where
X
exceeds
Y,
an
obligation
of
the
ñrst Party, or where Y
exceeds
X,
an
obligation of
the
21

second Party, to repay Cash Collateral, redeliver Equivalent Collateral or to deliver
further Collateral having a Value equal to the difference between X and
Y.
(K) Where Cash Collateral is repaid, Equivalent Collateral is redelivered or further
Collateral is provided by a
Party under Clause 6(1), the Parties shall agree to which
loan or loans
of Securities such repayment, redelivery or further provision is to be
attributed and failing agreement it shall be attributed, as determined by the
Party
making such repayment, redelivery or further provision to the earliest outstanding
loan and, in the case
of a repayment or redelivery up to the point at which the
Value
of Collateral in respect of such loan is reduced to zero and, in the case of a
further provision up to the point at which the Value
of the Collateral in respect of
such loan equals the Required Collateral Value in respect of such loan, and then to
the next earliest outstanding loan up to the similar point and so on.
(L) Where any Cash Collateral falls to be repaid or Equivalent Collateral to be
redelivered or further Collateral
to be provided under this Clause 6, it shall be
delivered within the minimum period after demand specified in the
Schedule or if
no appropriate period is there specified within the standard settlement time for
delivery
of the relevant type of Cash Collateral, Equivalent Collateral or Collateral,
as the case may be.
7. REDELIVERY OF EQUIVALENT SECURITIES
(A) The Borrower undertakes to redeliver Equivalent Securities in accordance with this
Agreement and the terms
of the relevant Borrowing Request. For the avoidance of
doubt any reference herein or in any other agreement or communication between
the
Parties (howsoever expressed) to an obligation to redeliver or account for or act
in relation to borrowed
Securities shall accordingly be construed as a reference to
an obligation to redeliver or account for or act in relation to Equivalent Securities.
(B)
Subject to Clause 8 hereof and the terms of the relevant Borrowing Request the
Lender may call for the redelivery
of all or any Equivalent Securities at any time
by giving notice on any Business Day
of not less than the standard settlement time
for such Equivalent
Securities on the exchange or in the clearing organisation
through which the relevant borrowed
Securities were originally delivered. The
Borrower shall as hereinafter provided redeliver such Equivalent
Securities not
later than the expiry
of such notice in accordance with the Lender's instructions.
Simultaneously with the redelivery
of the Equivalent Securities in accordance with
such call, the Lender shall (subject to Clause
6(1), if applicable) repay any Cash
Collateral and redeliver to the Borrower Collateral equivalent to the Collateral
delivered pursuant to Clause 6 in respect
of the borrowed Securities. For the
avoidance
of doubt any reference herein or in any other agreement or
communication between the
Parties (however expressed) to an obligation to
22
(K)
(L)
7.
(A)
(B)
second Pany, to repay Cash Collateral, redeliver Equivalent Collateral or to deliver
ñmher Collateral having
a
Value equal to the difference between
X
and Y.
Where
Cash
Collateral
is
repaid,
Equivalent Collateral
isredelivered
or
fmther
Collateral is provided by
a Party under Clause 6(I), the Panies shall agree to which
joan or loans
of
Securities such repayment, redelivery or funher provision is to
be
attributed and failing agreement
it
shall be attributed,
as
detennined by the Pany
making such repayment, redelivery or ñ1rther provision to the earliest outstanding
loan and,
in the
case
of
a repayment or redelivery up to the point
at
which the
Value
of
Collateral in respect
of
such loan is reduced to zero and, in the
case
of
a
further provision up to the point at which the Value
of
the Collateral in respect
of
such loan equals the Required Collateral Value in respect
of
such loan, and then to
the next earliest outstanding loan up to the similar point and
so on.
Where
any
Cash
Collateralfalls
to
be
repaid
or
Equivalent
Collateral
to
be
redelivered
or funher Collateral
to
be
provided
mder this
Clause
6,
it
shall
be
delivered within the minimum period añer demand speciñed in the Schedule or
if
no
appropriato
period
is there
specified
wid1in the standard
settlementtime
for
delivery
of
the relevant type
of
Cash Collateral, Equivalent Collateral or Collateral,
as
the case may be.
REDELlVERY OF
E
UIVALENT SECURITIES
The Borrower undertakes to redeliver Equivalent Securities in accordance with this
Agreement and the tenns
of
the relevant Bonowing Request.
For the avoidance
of
doubt any reference herein or in any other agreement or communication between
the Parties (howsoever expressed) to an obligation to redeliver or account for or act
in relation to bonowed Securities shall accordingly be construed
asa
reference to
an obligation to redeliver or account for or act in relation to Equivalent Securities.
Subject to Clause
8hereof and the tenns
of
the relevant Borrowing Request the
Lender may call for the redelivery
of
all or
any Equivalent Securities at any time
by giving notice on any Business Day
of
not less than the standard settlement time
for
such
Equivalent
Securities
on
the
exchange
or
in the
clearing
organisation
through which the relevant borrowed Securities were
originally delivered.
The
Borrower
shall
as
hereinañer provided
redeliver such
Equivalent
Securities
not
later than the expiry
of
such notice in accordance with the Lender's instructions.
Simdtaneously with the redelivery
of
the Equivalent Secmities in accordance with
such call, the Lender shall (subject to Clause 6(I),
if
applicable) repay any Cash
Collateral
and
redeliver
to
the
Borrower Collateral
equivalent
to
the
Collateral
delivered
pursuant
to
Clause
6
in
respect
of
theborrowed
Securities.
For the
avoidance
of
doubt
any
referencehereinor
in
any
other
agreement
or
communicationbetween
the
Parties
(however
expressed)
to
an
obligation
to
22

redeliver or account for or act in relation to Collateral shall accordingly be
construed as a reference to an obligation to redeliver or account for or act in
relation to Equivalent Collateral.
(C)
If the Borrower does not redeliver Equivalent Securities in accordance with such
call, the Lender may elect to continue the loan
of Securities PROVIDED THAT if
the Lender does not elect to continue the loan the Lender may by written notice to
the Borrower elect to terminate the relevant loan.
Upon the expiry of such notice
the provisions
of Clauses (8) (B) to (F) shall apply as if upon the expiry of such
notice an Event
of Default had occurred in relation to the Borrower (who shall thus
be the Defaulting
Party for the purposes of this Agreement) and as if the relevant
loan were the only loan outstanding.
(D) In the event that as a result
of the failure of the Borrower to redeliver Equivalent
Securities to the Lender in accordance with this Agreement a "buy-in" is exercised
against the Lender then provided that reasonable notice has been given to the
Borrower
of the likelihood of such a "buy-in", the Borrower shall account to the
Lender for the total costs and expenses reasonably incurred by the Lender as a
result
of such "buy-in".
(E) Subject to the terms of the relevant Borrowing Request, the Borrower shall be
entitled at any time to terminate a particular loan
of Securities and to redeliver all
and any Equivalent
Securities due and outstanding to the Lender in accordance
with the Lender's instructions. The Lender shall accept such redelivery and
simultaneously therewith (subject to Clause
6(1) if applicable) shall repay to the
Borrower any Cash Collateral or, as the case may be, redeliver Collateral
equivalent to the Collateral provided by the Borrower pursuant to Clause 6 in
respect thereof.
(F) Where a
TALISMAN short term certificate (as described in paragraph C of the
Schedule) is provided by way of Collateral, the obligation to redeliver Equivalent
Collateral is satisfied by the redelivery
of the certificate to the Borrower or its
expiry as provided for in the Rules applying to such certificate.
(G) Where a Letter
of Credit is provided by way of Collateral, the obligation to
redeliver Equivalent Collateral is satisfied by the Lender redelivering for
cancellation the Letter
of Credit so provided, or where the Letter of Credit is
provided in respect of more than one loan, by the Lender consenting to a reduction
in the value
of the Letter of Credit.
23
(C)
(D)
(E)
(F)
(G)
redeliveror
accolmt
for
oract
in
relationto
Collateral
shall
accordingly
be
construed
as
a
referenceto
an
obligation to
redeliveroraccount
for or
act
in
relation to Equivalent Collateral.
If
the Borrower does not redeliver Equivalent Secuñties in accordance Mth such
call, the Lender may elect to continue the loan
of
Securities PROVIDED THAT
if
the Lender does not elect to continue the loan the Lender may by written notice to
the Borrower elect to tenninate the relevant loan.
Upon the expiry of
such notice
the provisions
of
Clauses (8) (B) to (F) shall apply
as
if
upon the expiry of
such
notice an Event
of
Default had occurred in relation to the Bonower (who shall thus
be the Defaulting Party for the purposes
of
this Agreement) and
as
if
the relevant
joan were the only loan outstanding.
In
the event that
as a result
of
the failure
of
the Bonower to redeliver Equivalent
Securities to the Lender in accordance with this Agreement
a
"buy
-
in"
is exercised
against
the
Lender then
provided
that
reasonable
notice
hasbeen
givento
the
Bonower of the likelihood
of
such
a
"buy-in",
the Bonower shall account to the
Lender for the total costs and
expenses
reasonably
incuned by
the
Lender
as
a
result
of
such
"buy-in".
Subject
to
the
tenns
of
therelevant
Bonowing Request,
the
Bonower shall
be
entitled at any time to temlinate
a
panicular loan
of
Securities and to redeliver all
and
any
Equivalent
Securities due and outstanding to the Lender
in accordance
with
the
Lender's
insuuctions.The
Lendershall
accept
such
redelivezy
and
simultaneously therewidl (subject to Clause 6(I)
if
applicable) shall repay to the
Borrower
any
Cash
Collateral
or,
as
thecase
may
be,
redeliver
Collateral
equivalent
to
the
Collateral
provided
by
meBonower pursuant
to
Clause
6
in
respect thereofl
Where
a
TALISMAN
shen term ceniñcate
(as
described
in paragraph C
of
the
Schedule) is provided by way
of
Collateral, the obligation to redeliver Equivalent
Collateral
is
satisfied
by the redelivery
of
the
certificato to the Borrower or its
expiry
as
provided for in the Rules applying to such certiñcate.
Where
a
Letter
of
Credit
is
provided
by
way
of
Collateral,
the
obligation
to
redeliver
Equivalent
Collateral
issatisfied
by
theLender
redelivering
for
cancellation
the
Letter
of
Credit
so
provided,
or where the
Letîer
of
Credit
is
provided in respect
of
more than one loan, by the Lender consenting to
a
reduction
in the value
of
the Letter
of
Credit.
23

8. SET-OFF ETC.
(A)
On the date and time (the "Performance Date") that Equivalent Securities are
required to be redelivered by the Borrower in accordance with the provisions
of
this Agreement the Lender shall simultaneously redeliver the Equivalent Collateral
and repay any Cash Collateral held (in respect
of the Equivalent Securities to be
redelivered) to the Borrower. Neither Party shall be obliged to make delivery (or
make a payment as the case may be) to the other unless it is satisfied that the other
Party will make such delivery (or make an appropriate payment as the case may be)
to it simultaneously.
If it is not so satisfied (whether because an Event of Default
has occurred in respect
of the other Party or otherwise) it shall notify the other
party and unless that other Party has made arrangements which are sufficient
to
assure full delivery (or the appropriate payment as the case may be) to the notifying
Party, the notifying Party shall (provided it
is itself in a position, and willing, to
perform its own obligations) be entitled to withhold delivery (or payment, as the
case may be) to the other Party.
(B)
If an Event of Default occurs in relation to either Party, the Parties' delivery and
payment obligations (and any other obligations they have under this Agreement)
shall be accelerated so as to require performance thereof at the time such Event
of
Default occurs (the date of which shall be the "Performance Date" for the
purposes
of this clause) and in such event:
(i) the Relevant Value
of the Securities to be delivered (or payment to be
made, as the case may be) by each Party shall be established in
accordance with Clause 8(C); and
(ii) on the basis
of the Relevant Values so established, an account shall be
taken (as at the Performance Date)
of what is due from each Party to the
other and (on the basis that each Party's claim against the other in respect
of delivery of Equivalent Securities or Equivalent Collateral or any cash
payment equals the Relevant Value thereof) the sums due from one Party
shall be set-off against the sums due from the other and only the balance
of the account shall be payable (by the Party having the claim valued at
the lower amount pursuant to the foregoing) and such balance shall be
payable on the Performance Date.
(C) For the purposes
of Clause 8(8) the Relevant Value:-
(i)
of any cash payment obligation shall equal its par value (disregarding any
amount taken into account under (ii) or (iii) below);
24
8.
(A)
(B)
(C)
SET
-
OFF ETC.
On the
date
and
time (the "Performance Date") that Equivalent
Securities
are
required to
be
redelivered by the Borrower in accordance with the provisions of
this Agreement the Lender shall simultaneously redeliver the Equivalent Collateral
and repay any Cash Collateral held (in respect
of
the Equivalent Securities to
be
redelivered) to the Borrower.
Neither Party shall
be
obliged to make delivery (or
make
a
payment
as
the case may be) to the other unless it is satisfied that the other
Party
will
make such delivery (or make an appropriate payment
as the case may be)
to
it
simultaneously.
If it
is not
so satisfied (whether because an Event
of
Default
has
occurred
in respect
of
the
other Party or othemrise)
it
shall
notify
the
other
party and unless that oîher Pany has made arrangements which
are
sufficient to
assure ñ1ll delivery (or the appropriate payment
as
the case may be) to the notifying
Party, the notifying Party shall (provided it
is
itself in
a
position, and willing, to
perfonn its own obligations)
be entitled to withhold delivery (or payment,
as
the
case may be) to the other Party.
If
an Event
of Default occurs in relation to either Party, the Panies' delivery
and
payment obligations (and any other obligations they have under this Agreement)
shall be accelerated so
as
to require perfonnance thereof at the time such Event
of
Defaultoccurs
(the
date
of
which
shall
bethe
"PerformanceDate"for
the
plu
-
poses
of
this clause) and in such event:
(i)
the
Relevant Value
of
the
Securitiesto be delivered
(or payment to
be
made,
as
thecase
may
be)
by
eachParty
shall
be
established
in
accordance
with Clause 8(C); and
(ii)
on the basis
of
the Relevant Values
so
established,
an
accoïmtshall
be
taken (as at the Perfonnance Date)
of
what is due from
each Party to the
other and (on the basis that each Pa11y's claim against the other in respect
of
delivery
of
Equivalent Securities or Equivalent Collateral or any
cash
payment equals the Relevant Value thereof) the sums due from one Pany
shall be set-
off
against me sums due fmm the other and only the balance
of
the accolmt shall be payable (by the Party having the claim valued
at
the
tower amolmt pursuant to the foregoing) and such balance
shall
be
payable on the Perfomlance Date.
For the purposes
of
Clause
8(8) the Relevant Value:-
(i)
of
any cash payment obligation shall equal its par value (disregarding any
amount taken into account under
(ii) or (iii) below);
24

(ii) of any securities to be delivered by the Defaulting Party shall, subject to
Clause 8(E) below, equal the Offer Value thereof; and
(iii)
of any securities to be delivered to the Defaulting Party shall, subject to
Clause 8(E) below, equal the Bid Value thereof.
(D) For the purposes
of Clause 8(C), but subject to Clause 8(E) below, the Bid Value
and
Offer Value of any securities shall be calculated as at the Close of Business in
the most appropriate market for securities
of the relevant description (as
determined by the Non-Defaulting
Party) on the first Business Day following the
Performance Date, or if the relevant Event of Default occurs outside the normal
business hours
of such market, on the second Business Day following the
Performance Date (the "Default Valuation Time");
(E) (i) Where the Non-Defaulting Party has following the occurrence of an Event
of Default but prior to the Default Valuation Time purchased securities
forming part
of the same issue and being of an identical type and
description to those to be delivered by the Defaulting
Party and in
substantially the same amount as those securities or sold securities
forming part
of the same issue and being of an identical type and
description to those to be delivered by him to the Defaulting
Party and in
substantially the same amount as those securities, the cost
of such
purchase or the proceeds
of such sale, as the case may be, (taking into
account all reasonable costs, fees and expenses that would be incurred in
connection therewith) shall be treated as the
Offer Value or Bid Value, as
the case may be,
of the relevant securities for the purposes of this
Clause 8.
(ii) Where the amount of any securities sold or purchased as mentioned in
(E)(i) above is not in substantially the same amount as those securities to
be valued for the purposes
Clause 8(C) the Offer Value or the Bid Value
(as the case may be)
of those securities shall be ascertained by dividing
the net proceeds
of sale or cost of purchase by the amount of the securities
sold or purchased
so as to obtain a net unit price and multiplying that net
unit price by the amount
of the securities to be valued.
(F) Any reference in this
Clause 8 to securities shall include any asset other than cash
provided by way
of Collateral.
25
(D)
(E)
(F)
(ii)
of
any securities to be delivered by the Defaulting Pany shall, subject to
Clause 8(E) below, equal the Oñer Value thereof; and
(iii)
of
any securities to be delivered to the Defaulting Party shall, subject to
Clause 8(E) below, equal the Bid Value dlereof.
For the purposes
of
Clause 8(C), but subject to Clause 8(E) below, the Bid Value
and
Offer Value of any securities shall be calculated
as at the Close
of
Business in
the
most
appropriate
market
for
securities
of
the
relevant
description
(as
detemqined by the Non-Defaulting Party) on the first Business Day following the
Perfonnance
Date, or
if
the relevant Event
of
Default occurs outside the normal
business
hours
of
such
market,
on
thesecond
Business
Day
following
the
Perfonnance Date (the
"Default Valuation Time");
(i)
Where the Non-Defaulting Party has following the occunence
of
an Event
of Default but prior to
the
Default Valuation Time purchased secmities
forming
part
of
the
sameissueand
being
of
an
identical
type
and
description
to
those
to
be
delivered
by
the
Defaulting
Party
and
in
substantially
the
same
amount
as
those
securitiesor
soldsecurities
fonning
pan
of
the
sameissueand
being
of
an
identical
type
and
description to those to
be delivered by him to the Defaulting Pany and in
substantially
thesame
amount
as
dïose
securities,
thecost
of
such
purchase
or the proceeds
of
such
sale,
as
the
case
may be, (taking into
account all reasonable costs, fees and expenses that would be incurred in
com1ection therewith) shall be treated as dle Offer Value or Bid Value,
as
the
case
may
be,
of
therelevantsecurities
for
the
purposes
of
this
Clause 8.
(ii)
Where
the
amom1t
of
any
securities
sold or purchased
as
mentioned
in
(E)(I) above is not in substantially the
same amount
as
those securities to
be valued for the purposes Clause 8(C) dle Offer Value or the Bid Value
(as the case may be)
of
those secmities shall be ascertained by dividing
the net proceeds
of
sale
or cost ofpurchase by the amount
of
the securities
sold or purchased so
as
to obtain
a net unit price and multiplying that net
unit price by the amount
of
the securities to be valued.
Any reference in this Clause
8
to securities shall include any
asset other than cash
provided by way
of
Collateral.
25

(G) If the Borrower or the Lender for any reason fail to comply with their respective
obligations under Clauses 6(F) or 6(G) in respect
of redelivery of Equivalent
Collateral or repayment
of Cash Collateral such failure shall be an Event of Default
for the purposes
of this Clause 8, and the person failing to comply shall thus be the
Defaulting Party.
(H) Subject to and without prejudice to its rights under Clause 8(A) either Party may
from time to time in accordance with market practice and in recognition
of the
practical difficulties in arranging simultaneous delivery
of Securities, Collateral
and cash transfers waive its right under this Agreement in respect
of simultaneous
delivery and/or payment
PROVIDED THAT no such waiver in respect of one
transaction shall bind it in respect
of any other transaction.
9. TAXATION
(A) The Borrower hereby undertakes promptly to pay and account for any transfer or
similar duties or taxes chargeable in connection with any transaction effected
pursuant to or contemplated by this Agreement, and shall indemnify and keep
indemnified the Lender against any liability arising in respect thereof as a result
of
the Borrower's failure to do so.
(B) The Borrower shall only make a Borrowing Request where the purpose of the loan
meets the requirements
of the Rules regarding the conditions that must be fulfilled
for Section 129
of the Income and Corporation Taxes Act 1988 (or any statutory
modification or re-enactment thereof for the time being in force) to apply to the
arrangement concerning the loan, unless the Lender is aware that the transaction is
unapproved for the purposes
of the Rules of the UK Inland Revenue or such
purpose
is not met.
(C) A
Party undertakes to notify the other Party if it becomes or ceases to be an
Approved
UK Intermediary or an Approved UK Collecting Agent.
I
0. LENDER'S WARRANTIES
Each Party hereby warrants and undertakes
to the other on a continuing basis to the intent that
such warranties shall survive the completion
of any transaction contemplated herein that,
where acting as a Lender:
(A) it
is duly authorised and empowered to perform its duties and obligations under this
Agreement;
26
(G)
(H)
9.
(A)
(B)
(C)
10.
If
the Bonower or the Lender for any reason fall to comply with their respective
obligations
underClauses
6(F)
or
6(G)
in
respect
of
redelivery
of
Equivalent
Collateral or repay1nent
of
Cash Collateral such failure shall be an Event
of
Default
for the purposes
of
îhis Clause 8, and the person falling to comply shall thus be the
Defaulting Party.
Subject to and without prejudice to its rights under Clause 8(A) either Pany may
from time to time in
accordance
with market practice and in recognition
of
the
practical
difficulties in
arranging
simultaneous
delivery
of
Securities,
Collateral
and cash transfers waive its right under this Agreement in respect
of
simultaneous
delivery
and/or payment PROVIDED THAT no
such
waiver in
respect
of
one
transaction shall bind
it in
respect
of
any other transaction.
TAXATION
The Borrower hereby undertakes promptly to pay and account for any transfer or
similar
dutiesor
taxes
chargeable
in
comlection
with
any
transactioneffected
pursuant
to
or
contemplated
by
this
Agreement,
and
shall
indemnify
and
keep
indemniñed the Lender against any liability arising in respect thereof
as a result
of
the Borrower's failure to do
so.
The Bonower shall only make
a
Bonowing Request where the pmposeof
the loan
meets the requirements
of
die Rules regarding the conditions that must be fulñlled
for Section
129
of
the Income and Corporation Taxes Act
1988
(or any statutory
modiñcation or re-enactment thereof for the time being in force) to apply to the
anangement conceming the loan, unless the Lender is aware that the transaction is
unapproved
for the
pmposes
of
the
Rules
of
the
UK
Inland
Revenue
or
such
purpose is not met.
A
Pany
undertakes
to
notify
the
other
Pany
if it
becomes
or
ceases
to
be an
Approved UK Intennediary or
an
Approved UK Collecting Agent.
LENDER'S WARRANTIES
Each Party hereby warrants and undertakes to
tl1e
other on a continuing basis to the intent that
such
wanantiesshall
survive the
completion
of
any
transaction contemplated herein that,
where actingas a Lender:
(A)
it
is duly authorised and empowered to perfonn its duties and obligations lmder this
Agreement;
26

(B) it is not restricted under the terms of its constitution or in any other
manner from lending Securities in accordance with this Agreement or
from otherwise performing its obligations hereunder;
(C) it is absolutely entitled to pass full legal and beneficial ownership
of all Securities
provided by it hereunder to the Borrower free from all liens, charges and
encumbrances;
(D) where the Schedule to this Agreement specifies that this Clause I
O(D) applies, it is
not resident in the United Kingdom for tax purposes and either is not carrying on a
trade in the
United Kingdom through a branch or agency or if it is carrying on such
a trade the loan is not entered into in the course
of the business of such branch or
agency, and it has (i) delivered or caused to be delivered to the Borrower a duly
completed and certified Certificate
(MOD2) or a photocopy thereof bearing an
Inland Revenue acknowledgement and unique number and such Certificate or
photocopy remains valid or (ii) has taken all necessary steps to enable a specific
authorisation to make gross payment
of the Manufactured Dividend to be issued by
the Inland Revenue;
II. BORROWER'S WARRANTIES
Each Party hereby warrants and undertakes to the other on a continuing basis to the intent that
such warranties shall survive the completion
of any transaction contemplated herein that,
where acting as a Borrower:
(A) it has all necessary licenses and approvals, and is duly authorised and empowered,
to perform its duties and obligations under this Agreement and will do nothing
prejudicial to the continuation
of such authorisation, licences or approvals;
(B) it is not restricted under the terms
of its constitution or in any other manner from
borrowing Securities in accordance with this Agreement or from otherwise
performing its obligations hereunder;
(C) it is absolutely entitled to pass full legal and beneficial ownership
of all Collateral
provided by it hereunder to the Lender free from all liens, charges and
encumbrances;
(D) it is acting as principal in respect
of this Agreement;
(E) where the Schedule to this Agreement specifies this Clause
11 (E) applies, it is
subject to tax in the United Kingdom under Case I of Schedule D in respect of any
income arising pursuant to or in connection with the borrowing
of Securities
hereunder.
27
(B)
(C)
(D)
ll.
it
is
not restricted under the terms
of
itsconstitution
or in
any
other
ma1mer
from lending Securities in accordance with dîis Agreement or
ñom otherwise perfonning its obligations hereunder;
it
is absolutely entitled to
pass
fhll
legal and beneficial ownership
of
all Securities
provided
by
it
herelmderto
tl1e
Borrower
free
ñom
all
liens,
charges
and
encumbrances;
where the Schedule to this Agreement specifies that this Clause 10(D) applies, it is
not resident in the United Kingdom for tax purposes and either is not carrying on
a
trade in the United Kingdom through a branch or agency or
if it
is carrying on such
a
trade the loan is not entered into in the course
of
the business
of
such branch or
agency, and
it
has
(i) delivered or
caused to be delivered to the Borrower
a
duly
completed
and
ceniñed
Ceniñcate
(MOD2) or
a
photocopy
thereof bearing
an
Inland
Revenue
acknowledgement
and
Lmique
number
and
such
Certiñcate
or
photocopy remains valid or (ii)
has taken all necessary steps to enable
a
specific
authorisation to make gross payment
of
the Manufactured Dividend to
be issued by
the Inland Revenue:
BORROWER'S WARRANTIES
Each Pany hereby warrants and undenakes to the other on
a
continuing basis to the intent that
such
warranties
shall
survive the completion
of
any
transaction
contemplated
herein that,
where actingas a
Bonower:
(A)
it
has
all necessary licenses and approvals, and is duly authorised and empowered,
to perfonn its duties
and
obligations under this Agreement and
will
do
nothing
prejudicial to the continuation
of
such audlorisation, licences or approvals;
(B)
it
is not restrictedLmder the tenns
of
its constitution or in any other manner from
bonowing
Secmities
in
accordance
with
this
Agreement
or
from
othenvise
performing its obligations hereunder;
(C)
it
is absolutely entitled to pass full legal and beneficial ownership
of
all Collateral
provided
by
it
hereunder
to
the
Lenderñeefromall
liens,
charges
and
encumbrances;
(D)
(E)
it
is acting
as
principal in respect
of
this Agreement;
where
the
Schedule
to this Agreement specifies this
Clause
ll(E)
applies,
it
is
subject to tax in the United Kingdom under Case I
of
Schedule D in respect
of
any
income
arising
pursuant
to
or
in
connection
with
the
bonowing
of
Securities
hereunder.
27

12. EVENTS OF DEFAULT
Each of the following events occurring in relation to either Party (the "Defaulting Party",
the other Party being the "Non-Defaulting Party") shall be an Event of Default for the
purpose
of Clause 8:-
(A) the Borrower or Lender failing to pay or repay Cash Collateral or deliver or
redeliver Collateral or Equivalent Collateral upon the due date, and the Non-
Defaulting Party serves written notice on the Defaulting Party;
(B) the Lender or Borrower failing to comply with its obligations under Clause 6, and
the Non-Defaulting Party serves written notice on the Defaulting Party;
(C) the Borrower failing to comply with Clause 4(B)(i), (ii) or (iii) hereof, and the
Non-Defaulting Party serves written notice on the Defaulting Party;
(D) an Act
of Insolvency occurring with respect to the Lender or the Borrower and
(except in the case
of an Act of Insolvency which is the presentation of a petition
for winding up or any analogous proceeding or the appointment
of a liquidator or
analogous officer
of the Defaulting Party in which case no such notice shall be
required) the Non-Defaulting Party serves written notice on the Defaulting Party;
(E) any representations or warranties made by the Lender or the Borrower being
incorrect or untrue in any material respect when made or repeated or deemed to
have been made or repeated, and the Non-Defaulting Party serves written notice on
the Defaulting Party;
(F) the Lender or the Borrower admitting
to the other that it is unable to, or it intends
not to, perform any
of its obligations hereunder and/or in respect of any loan
hereunder, and the Non-Defaulting Party serves written notice on the Defaulting
Party;
(G) the Lender
(if appropriate) or the Borrower being declared in default by the
appropriate authority under the Rules or being suspended or expelled from
membership
of or participation in any securities exchange or association or other
self-regulatory organisation, or suspended from dealing in securities by any
government agency, and the Non-Defaulting Party serves written notice on the
Defaulting Party;
28
12.
EVENTS OF DEFAULT
Each
of
the
following events occurring in relation to either Party (the "Defaulting Party",
the
other Pany being the
"Non
-Defaulting Paliy")
shall
bean
Event
of
Default
for the
pmpose
of
Clause 8:-
(A)
the
Bonower
or
Lender
failing
to
pay
or repay
Cash
Collateral
or
deliveror
redeliver
Collateral
or
Equivalent
Collateral
upon
thedue
date,
andthe
Non
-
Defaulting Party serves written notice on the Defaulting Party;
(B)
the Lender or Borrower falling to comply with its obligations under Clause
6, and
the Non-Defaulting Pany serves written notice on the Defaulting Pany;
(C)
the
Borrower failing to comply with
Clause 4(B)(I),
(ii)
or
(iii)
hereofl
and
the
Non
-
Defaulting Pany sewes written notice on the Defaulting Party;
(D)
an
Act of
Insolvency occuning widl
respect to the
Lender or the Bonower and
(except in the case
of
an
Act of Insolvency which is the presentation of
apetition
for winding up or any analogous proceeding or the appointment
of
a
liquidator or
analogous
ofñcer
of
the Defaulting Pany in which
case
no
such notice shall be
required) the Non-Defaulting Party serves written notice on the Defaulting Party;
(E)
any
representations
orwarranties
made
by
the
Lenderor
the
Borrower
being
inconect or untrue in any material respect when made or repeated or deemed to
have been made or repeated, and the Non-Defaulting Party serves
Mitten notice on
the Defaulting Pany;
(F)
the Lender or the Bonower admitting to the other that it
is unable to, or it intends
not
to,
perfonnany
of
its
obligations
hereunder
and/or
in
respect
of
any
loan
hereunder,
and the Non-Defaulting Pany sewes written notice on the Defaulting
PMy;
(G)
the
Lender
(if
appropriate)
or
the
Borrower
being
declared
in
default
by
the
appropriate
authority
underthe
Rules
or
being
suspended
or
expelled
ñ'om
membership
of or participation in any securities exchange or association or other
self
-regulatory
organisation,
or
suspended
fi
-
om
dealing
in
securities
by
any
govemment
agency,
and
the Non
-Defaulting
Partyserves
written notice on the
Defaulting Party;
28

(H) any of the assets of the Lender or the Borrower or the assets of investors held by or
to the order
of the Lender or the Borrower being transferred or ordered to be
transferred to a trustee
by a regulatory authority pursuant to any securities
regulating legislation and the Non-Defaulting
Party serves written notice on the
Defaulting
Party, or
(I) the Lender or the Borrower failing to perform any other
of its obligations
hereunder and not remedying such failure within
30 days after the Non-Defaulting
Party serves written notice requiring it to remedy such failure, and the Non-
Defaulting
Party serves a further written notice on the Defaulting Party.
Each Party shall notify the other if an Event of Default occurs in relation to it.
13. OUTSTANDING PAYMENTS
In the event of either Party failing to remit either directly or by its Nominee sums in
accordance with this Agreement such
Party hereby undertakes to pay a rate to the other Party
upon demand on the net balance due and outstanding of 1 % above the Barclays Bank PLC
base rate from time to time in force.
14. TRANSACTIONS ENTERED INTO AS AGENT
(A)
Subject to the following provisions of this Clause, the Lender may enter into loans
as agent (in such capacity, the
"Agent") for a third person (a "Principal"), whether
as custodian or investment manager or otherwise (a loan so entered into being
referred to in this clause as an
"Agency Transaction").
(B) A Lender may enter into an Agency Transaction if, but only if:-
(i)
if specifies that loan as an Agency Transaction at the time when it enters
into it;
(ii) it enters into that loan on behalf
of a single Principal whose identity is
disclosed to the Borrower (whether by name or by reference to a code or
identifier which the
Parties have agreed will be used to refer to a specified
Principal) at the time when it enters into the loan; and
(iii) it has at the time when the loan is entered into actual authority to enter
into the loan and to perform on behalf
of that Principal all of that
Principal's obligations under the agreement referred to in (D)(ii) below.
29
(H)
any
of
the assets
of
the Lender or the Bonower or
dao assets
of
investors held by or
to
the
order
of
the
Lender or the Borrower being transferred or ordered
to
be
transferredto
a
trustee
by
a
regulatory
authority
pursuant
to
any
securities
regulating
legislation and the Non-Defaulting Party
serves
Mitten notice on
the
Defaulting Party, or
(1)
the
LenderortheBorrower
falling
to
perfonn
any
other
of
its
obligations
hereunder and not remedying such failure within 30 days after the Non-Defaulting
Party
serves
Mitten
notice
requiring
it
to
remedysuch
failure,
andthe
Non
-
Defaulting Pany serves a ñmher written notice on the Defaulting Party,
Each Party shall notify the other
if
an Event
of
Default occurs in relation to it.
13.
OUTSTANDING PAYMENTS
In
the
event
of
either
Pany
failing
to
remiteither
directly
or
by
itsNominee
sums
in
accordance
with this Agreement such Party hereby undertakes to pay a rate to the other Party
upon demand on the net balance due and outstanding
of l%
above the Barclays Bank PLC
base rate
from time to time in force.
14.
(A)
(B)
TRANSACTIONS ENTERED INTO AS AGENT
Subject to the following provisions
ofthis Clause, the Lender may enter into loans
as
agent (in such capacity, the '*Agent") for
a
third person (a
"Principal"),
whether
as
custodianorinvesnnent
manager
or othenvise (a loan
so
entered
into
being
referred to in this clause
as an
"Agency Transaction").
A
Lender may enter into an Agency Transaction if, but only
if
iii
if
specifies that loan
as an Agency Transaction at the time when
it
enters
1nto
1t:
(ii)
it
enters
into that loan on behalf
of
a single Principal whose identity is
disclosed to the Bonower (whether by name or by reference to
a code or
identifier which the Parties have agreed
will
be used to refer to
a
speciñed
Principal) at the time when
itenters into the loan; and
(iii)
it
has
at the time when the loan is entered into actual authority to enter
into
the
loal1and
to
perfonn
on
behalf
of
that
Principal
all
of
that
Principal's obligations under the agreement refened to in (D)(ii) below.
29

(C) The Lender undertakes that, if it enters as agent into an Agency Transaction,
forthwith upon becoming aware:-
(D)
(i) of any event which constitutes an Act of Insolvency with respect to the
relevant Principal; or
(ii)
of any breach of any of the warranties given in Clause 14(E) below or of
any event or circumstance which has the result that any such warranty
would be untrue
if repeated by reference to the current facts;
it will inform the Borrower
of that fact and will, if so required by the Borrower,
furnish it with such additional information as it may reasonably request.
(i) Each Agency Transaction shall be a transaction between the relevant
Principal and the Borrower and no person other than the relevant Principal
and the Borrower shall be a party
to or have any rights or obligations
under an Agency Transaction. Without limiting the foregoing, the Lender
shall not be liable as principal for the performance
of an Agency
Transaction or for breach
of any warranty contained in Clause 1 O(D) or
11 (E) of this Agreement, but this is without prejudice to any liability of
the Lender under any other provision of this Clause.
(ii) All the provisions
of the Agreement shall apply separately as between the
Borrower and each Principal for whom the Agent has entered into an
Agency transaction or Agency Transactions as
if each such Principal were
a party to a separate agreement with the Borrower in all respects identical
with this Agreement other than this paragraph and as
if the Principal were
Lender in respect of that agreement.
PROVIDED THAT
if there occurs in relation to the Agent an Event of Default or an event
which would constitute an Event
of Default if the Borrower served written
notice under any sub-Clause
of Clause 12, the Borrower shall be entitled
by giving written notice to the Principal (which notice shall be validly
given
if given to the Lender in accordance with Clause 20) to declare that
by reason
of that event an Event of Default is to be treated as occurring in
relation to the Principal.
If the Borrower gives such a notice then an
Event
of Default shall be treated as occurring in relation to the Principal at
the time when the notice
is deemed to be given; and
if the Principal is neither incorporated nor has established a place of
business in Great Britain, the Principal shall for the purposes of the
30
(C)
(D)
The
Lenderundertakes
that,
if it
enters
as
agent
into
an
Agency
Transaction,
forthwith upon becoming aware:-
iii
of
any event which constitutes an Act
of
Insolvency with respect to the
relevant Principal; or
(ii)
of
any breach
of
any
of
the warranties given in Clause
l4(E) below or of
any
event or circmnstance which
has
the
result that any such warranty
would be untrue
if
repeated by reference to the cunent facts;
it will
inform the Borrower
of
that fact and will,
if
so required by the Bonower,
fumish it with
such additional infonnation
as
it
may reasonably request.
(i)
Each
Agency
Transactionshall
be
a
transactionbetween
the
relevant
Principal and the Borrower and no person other than the relevant Principal
and
the
Borrower shall
be
a
party to or
have
any
rights or obligations
under an Agency Transaction.
Without limiting
the foregoing, the Lender
shallnot
be
liable
as
principal
for
the
perfonnance
of
an
Agency
Transaction or for breach
of
any warranty contained in Clause
10(D) or
ll(E) of
this Agreement, but this
is witl1out prejudice to any liability
of
the Lender under any other provision
of
this Clause.
(ii)
All
the provisions
of
the Agreement shall apply separately
as
between the
Borrower and
each
Principal
for whom
the
Agent
has
entered
into
an
Agency transaction or Agency Transactions
as
if
each such Principal were
a party to
a separate agreement
with
the Borrower in all respects identical
with this Agreement omer than this paragraph and
as
if
the Principal were
Lender in respect
of
that agreement.
PROVIDED THAT
if
there occms in relation to the Agent an Event
of
Default or
anevent
which would constitute an Event
of
Default
if
the Borrower served written
notice mlder any sub-clause
of
Clause
12,
the Borrower shallbe entitled
by
giving written notice to
the
Principal
(which notice shall
be
validly
given
if
given to the Lender in accordance with Clause 20) to declare that
by reason
of
that event an Event
of
Default is to be treated
as
occurring in
relation to the Principal.
If
the
Borrower gives
such
a
notice then
an
Event
of
DefaLdt shall be treated as occurring in relation to the Principal at
the time when the notice is deemed to be given; and
if
the
Principal
is
neither
incorporated
nor
has
established
a
place
of
business
in
Great
Britain,
the
Principal
shall
for
the
purposes
of
the
30

agreement referred to in (D)(ii) be deemed to have appointed as its agent
to receive on its behalf service
of process in the courts of England the
Agent, or
if the Agent is neither incorporated nor has established a place
of business in the United Kingdom, the person appointed by the Agent for
the purposes
of this Agreement, or such other person as the Principal may
from time to time specify in a written notice given to the other party.
(iii) The foregoing provisions
of this Clause do not affect the operation of the
Agreement as between the Borrower and the Lender in respect
of any
transactions into which the Lender may enter on its own account as
principal.
(E) The Lender warrants to the Borrower that it will, on every occasion on which it
enters or purports to enter into a transaction as an Agency Transaction, have been
duly authorised to enter into that loan and perform the obligations arising
thereunder on behalf
of the person whom it specifies as the Principal in respect of
that transaction and to perform on behalf of that person all the obligations of that
person under the agreement referred to in (D)(ii).
15. TERMINATION OF COURSE OF DEALINGS BY NOTICE
Each Party shall have the right to bring the course of dealing contemplated under this
Agreement to an end by giving not less than
15 Business Days' notice in writing to the other
Party (which notice shall specify the date of termination) subject to an obligation to ensure
that all loans and which have been entered into but not discharged at the time such notice
is
given are duly discharged in accordance with this Agreement and with the Rules.
16. GOVERNING PRACTICES
The Borrower shall use its best endeavours to notify the Lender (in writing) of any changes in
legislation or practices governing or affecting the Lender's rights or obligations under this
Agreement or the treatment
of transactions effected pursuant to or contemplated by this
Agreement.
17. OBSERVANCE OF PROCEDURES
Each of the Parties hereto agrees that in taking any action that may be required in accordance
with this Agreement it shall observe strictly the procedures and timetable applied by the
Rules and, further, shall observe strictly any agreement (oral or otherwise) as to the time for
delivery or redelivery
of any money, Securities, Equivalent Securities, Collateral or
Equivalent
Collateral entered into pursuant to this Agreement.
31
(E)
15.
agreement referred to in (D)(ii) be deemed to have appointed
as
its agent
to receive on its behalf service
of
process
in
the
courts
of
Englandthe
Agent, or
if
the Agent is neither incorporated nor
has established
a
place
of
business in the United Kingdom, the person appointed by the Agent for
the purposes
of
this Ageement, or such other
person
as
the Principal may
from time to time specify in
a
written notice given to the other pany.
(iii)
The foregoing pmvisions
of
this Clause do not affect the operation
of
the
Agreement
as
between the Borrower and the Lender in
respect
of
any
transactions
intowhich
the
Lendermayenteron
itsown
account
as
principal.
The Lender warrants to the Borrower that it will, on every occasion on which it
enters or purports to enter into
a
transaction as an Agency Transaction, have been
duly
audîorisedtoenter
into
that
loan
and
perfonn
the
obligations
arising
thereunder on behalf
of
the person whom it specifies
as
the Principal in respect
of
that transaction and to perfonn on behalf
of
that person all the obligations
of
that
person under the agreement refened to in (D)(ii).
TERMINATION OF COURSE OF DEALINGS BY NOTICE
Each
Party
shall
have
the
right
to
bring
thecomse
of
dealing
contemplated
under
this
Agreement to an end by giving not less than
15
Business Days' notice in writing to the other
Party (which notice shall specify die date
of
tennination) subject to
an
obligation to ensure
that all loans and which have been entered into but not discharged at the time such notice is
given are duly discharged in accordance with this Agreement and with the Rules.
16.
GOVERNING PRACTICES
The Borrower shall
use
its best endeavours to notify the Lender (in writing)
of
any changes in
legislation or practices goveming or affecting the Lender's rights or obligations under this
Agreement
or
the
treatment
of
transactionseffected
pursuant
toor
contemplated
by
this
Agreement.
17.
OBSERVANCE OF PROCEDURES
Each
of
the Panies hereto agrees that in taking any action that may be required in accordance
with this Agreement it shall observe strictly the procedures and timetable applied by the
Rules and, further, shall observe strictly any agreement (oral or otherwise)
as
to the time for
delivery
or
redelivery
of
any
money,
Securities,
Equivalent
Securities,
Collateral
or
Equivalent Collateral entered into pursuant to this Agreement.
31

18. SEVERANCE
If any provision of this Agreement is declared by any judicial or other competent authority to
be void or otherwise unenforceable, that provision shall be severed from the Agreement and
the remaining provisions
of this Agreement shall remain in full force and effect. The
Agreement shall, however, thereafter be amended by the Parties in such reasonable manner
so
as to achieve, without illegality, the intention of the Parties with respect to that severed
provision.
19. SPECIFIC PERFORMANCE
Each Party agrees that in relation to legal proceedings it will not seek specific performance
of
the other Party's obligation to deliver or redeliver Securities, Equivalent Securities, Collateral
or Equivalent Collateral but without prejudice to any other rights it may have.
20. NOTICES
All notices issued under this Agreement shall be in writing (which shall include telex or
facsimile messages) and shall be deemed validly delivered
if sent by prepaid first class post to
or left at the addresses or sent to the telex or facsimile number
of the Parties respectively or
such other addresses or telex or facsimile numbers as each Party may notify in writing to the
other.
21. ASSIGNMENT
Neither Party may charge assign or transfer all or any of its rights or obligations hereunder
without the prior consent
of the other Party.
22. NON-WAIVER
No failure or delay by either Party to exercise any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise
of any right, power or
privilege preclude any other or further exercise thereof or the exercise
of any other right,
power or privilege as herein provided.
23. ARBITRATION AND
JURISDICTION
(A) All claims, disputes and matters of conflict between the Parties arising hereunder
shall be referred to or submitted for arbitration in London in accordance with
English Law before a sole arbitrator to be agreed between the Parties or in default
of agreement by an arbitrator to be nominated by the Chairman of The Stock
Exchange on the application of either Party, and this Agreement shall be deemed
for this purpose to be a submission to arbitration within the Arbitration Acts
1950
32
18.
SEVERANCE
If
any provision
of
this Agreement is declared by any judicial or other competent authority to
be
void or othemise lmenforceable, that provision shall
be severed from the Agreement and
the
remaining
provisions
of
this
Agreement
shall
remain
in
full
force
and
effect.
The
Agreement shall, however, thereañer be amended by the Parties in such reasonable mamer
so
as
to
achieve,
without illegality,
the
intention
of
the
Parties
with
respect
tothat
severed
prov1s10n.
19.
SPECIFIC PERF ORMANCE
Each Pany agrees that in relation to legal proceedings
it will
not seek speciñc perfonnance
of
the other Party's obligation to deliver or redeliver Secmities, Equivalent Securities, Collateral
or Equivalent Collateral but without prejudice to any other rights
it
may have.
20.
NOTICES
All
notices
issued
under this Agreement shall
be
in writing (which
shall
include telex or
facsimile messages) and shall be deemed validly delivered
if
sent by prepaid ñrst class post to
or left
at the addresses or sent to the telex or facsimile munber
of
the Panies respectively or
such other addresses or telex or facsimile numbers
as each Party may notify in writing to the
other.
21.
ASSIGNMENT
Neither Pany may charge assign or transfer all or any
of
its rights or obligations hereunder
without the prior consent
of
the other Party.
22.
NON
-
WAIVER
No failure or delay by either Party to exercise any right, power or privilege hereunder shall
operate
asa
waiver thereof nor shall any single or panial exercise
of
any
right, power or
privilege
preclude
any
other or ñmher exercise thereof or the exercise
of
any
other right,
power or privilege
as
herein provided.
23.
(A)
ARBITRATION AND JURISDICTION
All
claims, disputes and matters
of
conflict between the Parties arising hereunder
shall
be
referredtoorsubmitted
for arbitrationin London
in accordance
with
English Law before
a sole arbitrator to be agreed betvveen the Panies or in default
of
agreement
by
an
arbitrator to
be
nominated by
the
Chainnan
of
The
Stock
Exchange on the application
of
either Party, and this Agreement shall
be deemed
for this purpose to be
a
submission to arbitration within the Arbitration Acts
1950
32

and 1979, or any statutory modification or re-enactment thereof for the time being
in force.
(B) This Clause shall take effect notwithstanding the frustration or other termination
of
this Agreement.
(C) No action shall be brought upon any issue between the Parties under or in
connection with this Agreement until the same has been submitted to arbitration
pursuant hereto and an award made.
24. TIME
Time shall be
of the essence of the Agreement.
25.
RECORDING
The Parties agree that each may electronically record all telephonic conversations between
them.
26.
GOVERNING LAW
This Agreement is governed by, and shall be construed in accordance with, English Law.
IN WITNESS WHEREOF this Agreement has been executed on behalf of the Parties hereto
the day and year first before written.
SIGNED
FOR AND } .
ON BEHALF OF )
GOLDMAN SACHS )
INTERNATIONAL )
SIGNED
FOR AND
ON BEHALF OF
BARCLAYS GLOBAL
INVESTORS
LIMITED
)
)
~ j[Q)M
33
and
1979, or any statutory modification or re
-enactment thereof for the time being
in force.
(B)
This Clause shall take eñbct notwithsîanding the ñustration or other tennination
of
this Agreement.
(C)
No
action
shall
be
brought
upon
any
issue
between
the
Paniesunder
or
in
cormection with this Agreement 1mtil the
samehas
been submitted to arbitration
pursuant hereto and an award made.
24.TIME
Time shall
be
of
the essence
of
the Agreement.
25.
RECORDING
The Parties agree that each may electronically record all telephonic conversations between
them.
26.
GOVERNING LAW
This Agreement is govemed by, and shall be constnled in accordance with, English Law.
IN WITNESS WHEREOF this Agreement
has been executed on behalf
of
the Parties hereto
the day and year ñrst before written.
SIGNED F OR AND
ON BEHALF OF
GOLDMAN SACHS
INTERNATIONAL
)
)
)
)
EEGÍJYIBJED
~
TÜH
SIGNED FOR AND
ON BEHALF OF
BARCLAYS GLOBAL
INVESTORS LIMITED
)
)
)
)
6<
*OGéß
JTQßM

SCHEDULE
INTERPRETATION
UK
Business Day
"UK Business Day" means a day on which banks and securities markets are open for business
generally
in London.
RIGHTS AND TITLE
Clause 4(C) is added and reads as follows:
"Notwithstanding anything to the contrary in Clause 4(B)(vi), the Parties agree that unless
specifically agreed, the Lender shall have
no obligation to exercise voting rights with respect
to securities transferred to
it by way of collateral."
Clause 4(D) is added and reads as follows:
RATES
"When
a non-cash distribution is declared for the benefit of holders of a Security as of a
specified date, pending the payable date, the Lender shall treat the declared
non-cash
distribution as Securities loaned to the Borrower and the Borrower shall deliver Collateral
with respect to the declared
non-cash distribution to the Lender in accordance with Clause 6
hereof.
If the Lender shall agree, the Borrower may continue after payable date to treat a non-
cash distribution as Securities loaned to the Borrower. If the Securities are traded on
exchanges
in Japan: within one Business Day of the payable date with respect to a non-cash
distribution on a round lot of Securities, the Borrower shall transfer to the Lender such non-
cash distribution; within one Business Day of the payable date of a non-cash distribution on
an odd lot of Securities, the Borrower shall pay to the Lender an amount equal to the then
market value
of such non-cash distribution; and the terms "payable date," "round lot" and
"odd lot" shall have the meaning that is customary with respect to securities traded on the
relevant exchanges
in Japan. All transfers of non-cash distributions shall be by (i) physical
delivery
of certificates representing the non-cash distribution in good delivery form, (ii)
transfer on the books
of a clearing organization, or (iii) such other means as the Lender and
the Borrower
agree."
Clause 5(D) is added and reads as follows:
"For the avoidance of doubt with respect to Clause 5, the Parties agree that Clause (B)(ii)
shall apply and not Clause
(B)(i)."
34
SCHEDIJLE
INTERPRETATION
UK
Business Day
"UK
Business
Day"
means
a
day
on
whichbanks
and
securitiesmarkets
are
open
for
business
generally in London.
RIGHTS AND TITLE
Clause 4(C) is added and reads as follows:
"Notwithstanding anything to die contrary
in Clause 4(B)(vi),
the
Panies agree that unless
specifically agreed, the Lender shall have no obligation to exercise voting rights with respect
to securities transferred to it by way
of
collateral."
Clause 4(D) is added and reads as follows:
"When
a
non-cash
distribution
is
declared
for
the
benefit
of
holders
of
a
Security
as
of
a
specified
date,
pending
the
payable
date,
thebendershalltreatthedeclared
non-cash
distribution
as
Securities
loaned to the Borrower and the Borrower shall deliver Collateral
with respect to the declared non-cash distribution to the Lender in accordance with Clause 6
hereof.
If
the Lender shall agree, the Bonower may continue añer payable date to treat
a non-
cash
distribution
as
Securities
loaned
to
the
Bonower.
If
the
Securities
are
traded
on
exchanges in Japan:
within
one Business Day
of
the payable date with respect to
a non-cash
distribution on
a
round lot
of
Securities, the Bonower shall transfer to the Lender such non
-
cash
distribution; within
one Business Day
of
the payable date
of
a
non-cash distribution on
anodd
lot
of
Securities, the Bonower shall
pay to the Lender
an
amount equal
to the then
market value
of
such
non-cash distribution; and the terms "payable date," "round
lot"
and
"odd
lot"
shall
have the meaning that
is customary with respect to securities traded on the
relevant exchanges
in Japan.
All
transfers
of
non-cash distributions shall be by (i) physical
delivery
of
ceniñcates
representing
thenon-cash
distribution
in
good
delivery
form,
(ii)
transfer on the books
of
a clearing organization, or
(iii)
such other meansas the Lender and
the Borrower agree."
RATES
Clause 5(D) is added and reads
as
follows:
"For the avoidance
of
doubt with respect to Clause
5,
the Panies agree that Clause (B)(ii)
shall apply and not Clause (B)(I)."
34

COLLATERAL
Collateral acceptable under this Agreement may include the following or otherwise,
as agreed
between the
Parties from time to time, whether transferable by hand or within a depository:-
A. British Government Stock and other stock registered at the Bank of England which is
transferable through the CGO to the Lender or its Nominee against an Assured Payment,
hereinbefore referred to as CGO Collateral.
B.
(i) British Government Stock and Sterling Issues by foreign governments
(transferable through the CGO),
in the form of an enfaced transfer deed or a long
term collateral certificate or overnight collateral chit issued
by the CGO
accompanied (in each case) by an executed unenfaced transfer deed;
(ii) Corporation and Commonwealth Stock
in the form of registered stock or
allotment letters duly renounced;
(iii)
UK Government Treasury Bills;
(iv)
U.S. Government Treasury Bills;
(v) Bankers' Acceptances;
(vi) Sterling Certificates
of Deposit;
(vii) Foreign Currency Certificates
of Deposit;
(viii) Local Authority Bonds;
(ix) Local Authority Bills;
(x) Letters
of Credit;
(xi) Bonds or Equities
in registrable form or allotment letters duly renounced;
(xii) Bonds or Equities
in bearer form.
C. Cash Collateral.
Valuation
of Collateral
Collateral provided
in accordance with this Agreement shall be evaluated by reference to the
following, or by such means
as the Parties may from time to time agree:-
35
COLLATERAL
Types
Collateral
acceptable
underthis
Agreement
may
includethe
following
or
othenvise,
as
agreed
between the Panies from time to time, whether transferable by hand or within
a
depository:-
A.
British
Govemment Stock and other stock registered at the
Bank
of
England
which
is
transferable through the CGO to die Lender or its Nominee against
an Assured Payment,
hereinbefore refened to
as
CGO Collateral.
B.
iii
(ii)
(iii)
(iv)
cv)
(vi)
(vii)
(viii)
(ix)
ix)
(xi)
(xii)
BritishGovemmentStock
and
Sterling
Issues
byforeign
govemments
(transferable through the CGO), in the fonn
of
an enfaced transfer deed or
a
long
tema
collateralceniñcate
or
ovemight
collateral
chit
issued
by
the
CGO
accompanied (in each case) by an executed unenfaced transfer deed;
Corporation
and
CommonwealthStock
in
the
fonn
of
registered
stock
or
allotment letters duly renounced;
UK Govemment Treasury Bills;
U.S. Govemment Treasury Bills;
Bankers' Acceptances;
Sterling Ceniñcates
of
Deposit;
Foreign Cunency Ceniñcates
of
Deposit;
Local Authority Bonds;
Local Authority Bills;
Leners
of
Credit;
Bonds or Equities in registrable form or allotment letters duly renounced;
Bonds or Equities in bearer fonn.
C.
Cash Collateral.
Valuation
of
Collateral
Collateral
provided
in
accordance
with
this
Agreement
shall
be
evaluated
by
reference
to
the
following, or by
such means as the Panies may
ti
-
om time to time agree:
-
35

(A) in respect of Collateral types A and B(i), the current CGO value calculated by reference to
the middle market price
of each stock as determined daily by the Bank of England,
adjusted to include the accumulated interest thereon (the
CGO Reference Price);
(B) in respect of Collateral types B(ii) to (ix), (xi) and (xii) the Reference Price thereof,
PROVIDED THAT with respect to Collateral type B(iv), the Parties agree that the
Reference
Price shall be such price as is equal to the closing price thereof as derived from
a reputable pricing information service (such as the services provided by Reuters, Extel
Statistical Services and Telerate) reasonably chosen
in good faith by the Lender or if
unavailable the market value thereof as dervied from the prices or rates bid by a reputable
dealer for the relevant instrument reasonably chosen
in good faith by the Lender, in each
case at Close
of Business on the previous Business Day.
(C) in respect of Collateral types B(x) the value specified therein.
Delivery
of Collateral
Clause 6(A)(i)
is deleted in its entirety and replaced with the following:
"Subject to Clauses (B), (C) and (E) below, the Borrower undertakes to deliver Collateral to the
Lender (or
in accordance with the Lender's instructions) TOGETHER WITH appropriate
instruments
of transfer duly stamped where necessary and such other instruments as may be
requisite to vest title thereto in the Lender. After the Lender has received such Collateral, the
Lender shall transfer to the Borrower the borrowed Securities. Collateral may be provided
in any
of the forms specified in the Schedule hereto (as agreed between the Parties);"
Margin
The Value
of the Collateral delivered pursuant to Clause 6 by the Borrower to the Lender under the
terms and conditions
of this Agreement shall on each Business Day represent not less than the Value
of the borrowed Securities TOGETHER WITH the following additional percentages hereinbefore
referred to as
("the Margin") unless otherwise agreed between the Parties:-
(i)
in the case of Collateral types B(iv) and (x), and C: 5%, or
(ii)
in the case of other Collateral types, as agreed by the Parties.
If the Value of the borrowed Securities includes any margin over the mid market price of the
borrowed Securities this shall be taken into account in determining the Margin applicable.
Basis
of Margin Maintenance
In Clause 6(F) (alternative collateral) the words "or delivers" are deleted.
In Clause 6(G)(ii) the words "on the date" are deleted and replaced with "within one Business Day of
the date".
Clause 6(I)(global margining) shall apply.
36
(A)
in respect
of
Collateral typesA
and
B(i), the current CGO value calculated by reference to
themiddle
market
price
of
each
stock
as
detemuined
daily
by
theBank
of
England,
adjusted to include the accumulated interest thereon (the CGO Reference Price);
(B)
in
respect
of
Collateral
types
B(ii) to (ix), (xi)
and
(xii)
the
ReferencePrice
thereof
PROVIDED
THAT
with
respect
toCollateral
type
B(iv),the
Panies
agree
thatthe
Reference Price shall be such price as is equal to the closing price thereof
as
derived from
a
reputable pricing information service (such
as
the services provided by Reuters, Extel
StatisticalSewices
and
Telerate) reasonably chosen
in
good
faith
by
theLenderor
if
unavailable the market value thereof
as
dewied from the prices or rates bid by
a
reputable
dealer
for
the relevant instmment reasonably chosen in good faith by the Lender, in each
case at C lose
of
Business on the previous Business Day.
(C)
in respect
of
Collateral types B(x) the value specified therein.
Delive;1
of
Collateral
Clause 6(A)(I)
is deleted in its entirety and replaced with the following:
"Subject to Clauses (B), (C) and (E) below, the Bonower undertakes to deliver Collateral to the
Lender
(or
in
accordance
with
theLender's
instructions)
TOGETHER
WITH
appropriate
instruments
of
transfer duly stamped
where
necessary
and
such
other
instruments
as
may
be
requisite to vest title thereto in
the
Lender.
Añer the Lender
has
received such Collateral, the
Lender shall transfer to the Bonower the bonowed Securities.
Collateral may
be
provided in any
of
the fonns speciñed in the Schedule hereto (as agreed between the Panies);"
Margin
The Value
of
the Collateral delivered pursuant to Clause 6 by the Borrower to the Lender under the
terms and conditions
of
this Agreement shall on each Business Day represent not less than the Value
of
theborrowed
Securities
TOGETHER WITH
the
following additional
percentages hereinbefore
referred to
as
("the Margin") unless otherwise agreed between the Panies:
-
(i)
(ii)
in the case
of
Collateral types B(iv) and (x), and C:
5%, or
in the case
of
other Collateral types,
as agreed by the Panies.
If
theValue
of
theborrowed
Securities
includes
any
margin over
themid
market
price
of
the
borrowed Securities this shall be taken into account in determining the Margin applicable.
Basis
of
Margin Maintenance
In Clause 6(F) (altemative collateral) the words "or delivers" are deleted.
In Clause 6(G)(ii) the words
'ôon
the date" are deleted and replaced with "within one Business Day
of
the date".
Clause 6(l)(global margining) shall apply.
36

Clause 6(J) (netting of margin where one party both a Borrower and Lender) shall not apply.
Marking to Market
Clause 6(M) is added and reads as follows:
"Notwithstanding anything to the contrary in Clause 6:
(i) If, at any time as of the close of business on any relevant Business Day, the aggregate
amount
of the Collateral does not equal or exceed the Value of the relevant Securities plus the
appropriate Margin, the Borrower shall increase the amount
of the Collateral by delivering to
the Lender, Collateral acceptable to the Lender,
in an amount sufficient to cause the aggregate
amount
of Collateral to be an amount equal to at least the Value of the relevant Securities plus
the appropriate Margin. The Borrower shall deliver such additional Collateral by
15:00 hrs
UK time on the UK Business Day next following the relevant Business Day on which the
Value
of the Collateral does not equal or exceed the Value of the relevant Securities plus the
appropriate Margin, provided that the Borrower shall have received notice from the Lender
on or before 17:00 hrs UK time on such UK Business Day.
(ii)
If, at the close of business on any relevant Business Day, the amount of Collateral
shall exceed the Value
of the relevant Securities plus the appropriate Margin, the Lender
shall, upon notice by the Borrower, release to the Borrower, as soon as practicable after the
close
of business on the Business Day following such notice, the amount of Collateral which
exceeds the then Value
of the relevant Securities plus the appropriate Margin.
(iii) The Borrower and the Lender agree that Collateral shall be transferred,
if required
pursuant to this Agreement,
on any UK Business Day.
(iv) For purposes of this Clause 6(M), Business Day means the day on which banks and
securities markets are open
in the place(s) where the relevant Securities are to be, or have
been,
delivered."
Letters of Credit
Clause 6(N)
is added and reads as follows:
"Where Collateral is a Letter of Credit, the Borrower agrees that at any time the Lender may
by notice to the Borrower require that the Borrower, on the Business Day following the date
of delivery of such notice, substitute Collateral consisting of cash or other collateral
acceptable to the Lender for the Letter
of Credit. Prior to the expiration of any Letter of
Credit supporting the Borrower's obligations hereunder, the Borrower shall, no later than
17:00 hrs UK time on the tenth UK Business Day prior to the date such Letter of Credit
expires, obtain an extension
of the expiration of such Letter of Credit or replace such Letter
of Credit by providing the Lender with a substitute Letter of Credit in an amount at least
equal to the amount
of the Letter of Credit for which it is substituted."
37
Clause 6(J) (netting
of
margin where one party both a Borrower and Lender) shall not apply.
Marking to Market
Clause
6(M)
is added and reads as follows:
"Notwithstanding anything to the contrary in Clause 6:
(i)
IC at any time
as
of
the close
of
business on any relevant Business Day, the aggregate
amount
of
the Collateral does not equal or exceed the Value
of
the relevant Securities plus the
appropriate Margin, the Bonower shall increase the amount
of
the Collateral by delivering to
the Lender, Collateral acceptable to the Lender, in an amount sufficient to cause the aggregate
amount
of
Collateral to
be an amount equal to at least the Value
of
the relevant Securities plus
the appropriate Margin.
The Bonower shall deliver
such additional Collateral by 15:00 hrs
UK time
on the UK Business Day next following the relevant Business Day on which the
Value
of
the Collateral does not equal or exceed the Value
of
the relevant Securities plus the
appropriate Margin, provided that the Bonower shall have received notice from the Lender
on
or before 17:00 hrs UK time on such UK Business Day.
(ii)
rC
at the close
of
business on any relevant Business Day, the amount
of
Collateral
shall
exceed
the
Value
of
therelevant
Securities
plus
the appropriato
Margin, the
Lender
shall, upon notice by the Bonower, release to the Bonower,
as soon
as
practicable añer the
close
of
business on the Business Day following such notice, the amount
of
Collateral which
exceeds the then Value
of
the relevant Securities plus the appropriato Margin.
(iii)
The Borrower and the Lender agree that Collateral shall
be transfened,if
required
pursuant to this Agreement, on any UK Business Day.
(iv)
For purposes
of
this Clause 6(M), Business Day means the day on which banks and
securities markets are open
in
the place(s) where the relevant Securities
are
to be, or
have
been.
delivered."
Letters
of
Credit
Clause 6(N) is added and reads
as
follows:
"Where Collateral
is a Letter
of
Credit, the Borrower agrees that at any time the Lender may
by notice to the Borrower require that the Borrower, on the Business Day following the date
of
delivery
of
such
notice,
substitute
Collateral
consisting
of
cash
or
othercollateral
acceptable
to the Lender for the Letter
of
Credit.
Prior to the expiration of
any
Letter
of
Credit
supporting the
Borrower's obligations hereunder,
the
Borrower shall,
nolater than
17:00
hrs
UK time
on the tenth UK Business Day prior to
the
datesuch
Letter
of
Credit
expires, obtain an extension
of
the expiration
of
such Letter
of
Credit or replace such Letter
of
Credit by providing the Lender with
a
substituteLetter
of
Credit in
an
amount at least
equal to the amount
of
the Letter
of
Credit for which it is substituted."
37

DELIVERY OF EQUIVALENT SECURITIES
In the third sentence of Clause 7(B) the words "Simultaneously with" are deleted and replaced with
"As soon as practicable after the Lender verifies" and the words "less in either case any amounts due
and owing to the Lender pursuant to this Agreement" are added at the end
of that sentence.
Clause 7(E) is deleted and replace with the following:
"Subject to the terms of the relevant Borrowing Request, and subject to giving prior notice of
such termination to the Lender no later than 16:00 hrs UK time on the UK Business Day next
preceding the Business Day on which the Borrower returns the Equivalent Securities to the
Lender, the Borrower shall be entitled at any time to terminate a particular loan
of Securities
and to redeliver all and any Equivalent Securities due and outstanding to the Lender in
accordance with the Lender's instructions. The Lender shall accept such redelivery and as
soon as practicable after the Lender has verified such redelivery, the Lender (subject to
Clause
6(1) if applicable) shall repay to the Borrower any Cash Collateral or, as the case may
be, redeliver Collateral equivalent to the Collateral provided by the Borrower pursuant to
Clause 6 in respect thereof less in either case any amounts due and owing to the Lender
pursuant to this
Agreement."
SET-OFF ETC.
In the first sentence
of Clause 8(A) the word "simultaneously" is deleted and replaced with "as soon
as practicable after the Lender has verified such redelivery". In the second sentence
of Clause 8(A)
the word "simultaneously" is deleted.
BASE CURRENCY
The Base Currency applicable to this Agreement is Pounds Sterling.
LENDER'S WARRANTIES
Clause
I O(D) shall not apply.
BORROWER'S WARRANTIES
Clause I I (E) shall not apply
Clause I I (F)
is added and reads as follows:
38
DELIVERY OF EQUIVALENT SECURITIES
In the third sentence
of
Clause
7(8) the words "Simultaneously with" are deleted and replaced with
"AS soon
as
practicable añer the Lender veriñes" and the words "less in either
case any amounts due
and owing to the Lender pursuant to this Agreement" are added at the end
of
that sentence.
Clause 7(E) is deleted and replace with the following:
"Subject to the temls
of
the relevant Borrowing Request, and subject togiving prior notice
of
such tem1ination to the Lender no later than 16:00 hrs UK time on the UK Business Day next
preceding the Business Day on which the Borrower retums the Equivalent Securities to the
Lender, the Borrower shall be entitled at any time to terminate
a
panicular loan
of
Securities
and
to
redeliver
all
and
any
Equivalent
Securities
due
and
outstanding
to
the
Lender
in
accordance with the Lendefs instmctions.
The Lender shall accept such redelivery and
as
soon
as
practicable
añer the
Lender
has
verified
such
redelivery,
theLender
(subject
to
Clause 6(I)
if
applicable) shall repay to the Borrower any Cash Collateral or,
as the case may
be,
redeliver Collateral
equivalent to the Collateral
provided
by the Bonower
pursuantto
Clause
6
in
respect
thereof
less
in
either
case
any amounts due and owing to the
Lender
pursuant to this Agreement."
SET-OFF ETC.
In the first
sentence
of
C lause
8(A) the word "simultaneously"
is deleted and replaced with "as soon
as
practicable after the Lender
has
verified
such redelivery".
in the
second sentence
of
Clause 8(A)
the word "simultaneously" is deleted.
BASE CURRENCY
The Base Currency applicable to this Agreement is Pounds Sterling.
LENDER'S WARRANTIES
Clause
tolD)
shall not apply.
BORROWERS WARRANTIES
Clause
l liE)
shall not apply
Clause
ll(F)
is added and reads as follows:
38

"prior to the making of the first loan hereunder, the Borrower shall furnish the Lender with a
copy
of the most recent audited statement of the Borrower's financial condition. The request
by the Borrower for each loan hereafter made shall constitute a representation by the
Borrower that there has been no material adverse change
in its financial condition, which is
not
in public domain, and which in the reasonable opinion of an independent expert would
materially and adversely affect the Borrower's ability to complete its obligations under this
agreement, and which has not been disclosed to the Lender since the date
of the most recent
financial statement furnished to the
Lender;"
Clause l l(G) is added and reads as follows:
"it is an Approved Intermediary."
EVENTS OF DEFAULT
With respect to Clause 12 in each of Clause (D), (G) and (H), each reference to "Borrower" includes
"affiliates of the Borrower" and "any bank which has issued a Letter of Credit" ("Issuing Bank").
If an event of default described in Clause 12 (D),(G) and (H) relates solely to an Issuing Bank, the
Borrower, may prevent such event from becoming an Event
of Default by substituting Collateral
acceptable to the Lender for the Letter
of Credit of the Issuing Bank. The Borrower shall use its best
endeavours to deliver such Collateral to the Lender by the close
of business on the same UK Business
Day the Lender notifies the Borrower
of the occurrence of such event and in any event no later than
I
5.00 hrs on the next UK Business Day. Lender undertakes to notify Borrower as soon as reasonably
practicable
of such occurrence. If such Collateral is not delivered as required by this paragraph, the
Lender may exercise any
of the remedies provided for by this Clause 12.
TRANSACTIONS ENTERED INTO AS AGENT
Agency Transactions
In Clause 14(B)(ii) before the words "at the time when it enters into the loan" insert the words "before
or".
Use of Collateral by Lender
With respect to Agency Transactions, the Lender may transfer all or any portion
of the Collateral
among the various accounts for which it
is acting as Agent hereunder as necessary to assure that the
obligations
of the Borrower to each such account are adequately satisfied, provided that the Borrower
solely has the responsibility to provide an adequate amount
of Collateral to meet its obligations
hereunder.
39
prior to the making
of
the first loan hereunder, the Borrower shall fumish the Lender with
a
copy
of
the most recent audited statementof the Bonower's financiar condition.
The request
by
the
Bonower
for
each
loan
hereañermadeshall
constitute
a
representation
by
the
Borrower that there has been no material adverse change in its financiar condition, which is
not
in
public domain, and which in the reasonable opinion
of
an
independent expen would
materialiy and adversely affect the Borrower's ability to complete its obligations under this
agreement, and which has not been disclosed to the Lender since the date
of
the most recent
financiar statement fumished to the Lender:"
Clause
1
riG)
is added and reads as follows:
"it
is an Approved Intennediary."
EVENTS OF DEFAULT
With respect to Clause
12
in each
of
Clause (D), (G) and (H), each reference to "Borrower" includes
"afñliates of
the Borrower" and "any bank which
has issued a Letter
of
Credit" ("Issuing Bank").
If
an
event
of
default described in Clause
l2 (D),(G)
and
(H) relates solely to
an
Issuing Bank, the
Borrower,
may
prevent such event from becoming
an
Event
of
Default by substituting Collateral
acceptable to the Lender for the Letter
of
Credit
of
the Issuing Bank.
The Bonower shall
use its best
endeavours to deliver such Collateral to the Lender by the close
of
business on the same
UK
Business
Day the Lender notiñes the Bonower
of
the occurrence
of
such event and in any event no later than
15.00 hrs on the next UK Business Day. Lender undertakes to notify Borrower
as soon as reasonably
practicable
of
such
occurrence.
lf
such Collateral is not delivered
as
required by this paragraph, the
Lender may exercise any
of
the remedies provided for by this Clause
12.
TRANSACTIONS ENTERED INTO AS AGENT
Agency Transactions
In Clause 14(B)(ii) before the words "at the time when it enters into the loan" insen the words "before
or"
Use
of
Collateral
b
Lender
With
respect to Agency Transactions, the Lender may uansfer all or any portion of the Collateral
among the various accounts for which it is acting
as
Agent hereunder
as necessary to assure that the
obligations
of
the Borrower to each such account are adequately satisfied, provided that the Borrower
solely
has
the
responsibility
to
provide an
adequate
amount
of
Collateral
tomeetits
obligations
hereunder.
39

NOTICES
All notices and deliveries pursuant hereto shall be to the Party entitled to receive such notice
or
delivery at the following addresses:
If to Lender:
If to Borrower:
Barclays Global Investors Limited
Murray House
I Royal Mint Court
London EC3N
4HH
Attn: Securities Lending Group
Phone:
020 7668 8000
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
Attn: Securities Lending Department
Phone:
020 777 4 1000
or to such other address as either party may furnish in writing to the other party.
ASSIGNMENT
Clause 21 is deleted and replaced with the following:
"ASSIGNMENT
Neither Party may charge assign or transfer all or any of its rights or obligations hereunder
without the prior consent
of the other Party, except that the Borrower may assign the whole of
its rights and obligations to a body corporate that succeeds to all or substantially all of the
Borrower's assets and business
("Successor Entity"), subject to the following conditions being
fulfilled:
(i) the Successor Entity assumes the rights and obligations under this Agreement (including
subsequent variations) either by operation
of law or by agreement with the Lender in a form
reasonably required by the Lender;
40
NOTICES
All
notices
and
deliveries
pursuant
hereto
shall
be
to the Party entitled to receive
such
notice
or
delivery
at the following
addresses:
If
to Lender:
Barclays Global Investors Limited
Murray House
1
Royal Mint Coun
London
EC3N 4HH
Atm:
Securities Lending Group
Phone: 020 7668 8000
If
to Bonower:
Goldman Sachs Intemational
Peterborough Coun
133
Fleet Street
London EC4A 2BB
Attn: Securities Lending Department
Phone: 020 7774 1000
or to such other address
as
either pany may fumish in writing to the other party.
ASSIGNMENT
Clause
21
is deleted and replaced with the following:
"ASSIGNMENT
Neither Party may charge assign or transfer all or any
of
its rights or obligations hereunder
vvithout the prior consent
of
the other Party, except that the Borrower may assign the whole
of
its rights and obligations to
a body corporate that succeeds to all or substantially all
of
the
BOxTOwer's assets and business ("Successor
Entity"), subject to the following conditions being
ñllñlled:
(i)
the Successor Entity assumes the rights and obligations under this Agreement (including
subsequent variations) either by operation
of
law or by agreement with the Lender in
a
fonn
reasonably required by the Lender;
40

(ii) the creditworthiness (as reasonably determined by the Lender, and taking into account
any guarantee provided to the Lender)
of the Successor Entity is not materially weaker
than that
of the Borrower immediately prior to the assignment;
(iii) the Successor Entity is incorporated in the
United Kingdom or the United States and is
not acting through a branch in any jurisdiction other than those stated in this
paragraph (iii); and
(iv) the Successor Entity indemnifies the Lender against any payment to be made by the Lender in
respect of any tax in respect of which the Lender would not have been liable but for the
assignment."
TRANSFER TAXES AND COSTS
Clause 27 is added and reads as follows:
"TRANSFER TAXES AND COSTS
All transfer taxes and necessary costs with respect to the transfer of the Securities either by
the Lender to the Borrower or by the Borrower to the Lender, shall be paid by the Borrower.
If the Lender shall incur any loss by reason of the Borrower's failure to pay all said taxes and
costs as may be due, the Lender shall
be entitled to receive the same from the Borrower and
may retain an amount of the Collateral sufficient to satisfy its claim against the Borrower in
respect to said taxes and costs."
SINGLE AGREEMENT
Clause 28
is added and reads as follows:
"SINGLE AGREEMENT
The Borrower and the Lender acknowledge that, and have entered into this Agreement
in
reliance on the fact that, all loans of Securities hereunder constitute a single business and
contractual relationship and have been entered into
in consideration of each other.
Accordingly, the Borrower and the Lender hereby agree that payments, deliveries and other
transfers made by either
of them in respect of any loan of Securities shall be deemed to have
been made
in consideration of payments, deliveries and other transfers in respect of any other
loan
of Securities hereunder, and the obligations to make any such payments, deliveries and
other transfers may be applied against each other and netted. In addition, the Borrower and
the Lender acknowledge that, and have entered into this Agreement
in reliance on the fact
that, all loans of Securities hereunder have been entered into in consideration of each other.
Accordingly, the Borrower and the Lender hereby agree that (a) each
Party shall perform all
of its obligations in respect of each loan of Securities hereunder, and that a default in the
performance
of any such obligation by the Defaulting Party in any loan hereunder shall
constitute a default by the Defaulting
Party under all such loans hereunder, and (b) the Non-
Defaulting
Party shall be entitled to set-off claims and apply property held by it in respect of
41
(ii)
the creditworthiness (as reasonably detennined by the Lender, and taking into account
any guarantee provided to the Lender)
of
the Successor Entity is not materially weaker
than that
of
the Borrower immediately prior to the assignment;
(iii)
the Successor Entity is incorporated in the United Kingdom or the United States and is
not
acting
through
a
branch
in
any
jurisdiction
otherthan
thosestated
in
this
paragraph
(iii);
and
(iv)
the Successor Entity indemniñes the Lender against any payment to
be made by the Lender in
respect
of
any tax in respect
of
which the Lender would not have been liable but for the
assignment."
TRANSFER TAXES AND COSTS
Clause 27 is added and reads as follows:
"TRANSFER TAXES AND COSTS
All
transfer taxes and necessary costs with respect to the transfer
of
the
Securities either by
the Lender to the Bonower or by the Bonower to the Lender, shall
be paid by the Borrower.
If
the Lender shall incur any loss by reason
of
the Borrowefs failure to pay all
said taxes and
costs as may be due, the Lender shall
be
entitled to receive the same fromthe Borrower
and
may retain
an amount
of
the Collateral sufficient to satisfy its claim against the Borrower in
respect to said taxes and costs."
SINGLE AGREEMENT
Clause 28 is added and reads as follows:
"SINGLE AGREEMENT
The
Borrower and the Lender acknowledge that, and have entered
into this Agreement
in
relianceon the fact that, all
loans
of
Securities hereunder constitute
a
single business
and
contractual
relationship
and
have
been
entered
into
in
consideration
of
each
other.
Accordingly, the Borrower
and the Lender hereby agree that payments, deliveries and other
transfers made by either
of
them in respect
of
any loan
of
Securities shall
be deemed to have
been made in consideration
of
payments, deliveries and other transfers in respect
of
any other
joan
of
Securities hereunder, and the obligations to make any such payments, deliveries and
other transfers may be applied against each other and netted.
In addition, the Borrower and
the Lender acknowledge that, and have entered into this Agreement in reliance on the fact
that, all loans
of
Securities hereunder have been entered into
in consideration
of
each other.
Accordingly, the Bonower and the Lender hereby agree that (a)
each
Pany shall perform all
of
its
obligations in respect
of
each
loan
of
Securities hereunder,
and
that
a
default in the
perfomîance
of
any
such
obligation
by the Defaulting Party
in
any
loan
hereundershall
constitute
a
default by the Defaulting Party under all such loans hereunder, and (b) the Non-
Defaulting Party shall
be
entitled to
set-
oñ
claims and apply property held by it in respect
of
41

any loan hereunder against obligations owing to it in respect of any other loan of Securities
with the Defaulting
Party."
MISCELLANEOUS
Clause 29 is added and reads as follows:
The Lender who has prepared the text
of this Agreement for execution confirms to the Borrower that
such text conforms exactly to the text
of an Overseas Securities Lender's Agreement between the
Lender and Borrower dated
I 0 February 2000, as amended by the parties in writing prior to the
execution
of this Agreement.
1996
UK TAX ADDENDUM
Clause 29 is added and reads as follows:
"1996 UK TAX ADDENDUM
The Parties agree that the provisions contained in the Overseas Securities Lender's
Agreement: 1996
UK Tax Addendum are incorporated into this Agreement."
COUNTRY SPECIFIC
AMENDMENTS
United Kingdom
The following further amendments are agreed:
I. In Clause I (A) in the definition of "Bid Value" the words "types B(x) and C" shall be
deleted and replaced with "type B(x)".
2. In Clause I (A) add the following definition after the definition of "Offer Value":
""Overseas Securities" shall have the meaning specified in paragraph I (I) of
Schedule 23A to the Income and Corporation Taxes Act
1988."
42
any loan hereunder against obligations owing to
it
in respect
of
any other loan
of
Securities
with the Defaulting Pany."
MISCELLANEOUS
Clause 29 is added and reads as follows:
The Lender who has prepared the text
of
this Agreement for execution conñnns to the Borrower that
such text confonns exactly to the text
of
an Overseas Securities Lender's Agreement bemeen the
Lender and Borrower dated
10
Febmary 2000,
as amended by the parties in writing prior to the
execution
of
this Agreement.
1996
UK TAX ADDENDUM
Clause 29 is added and reads as follows:
"1996 UK TAX ADDENDUM
The Parties agree that the provisions contained in the Overseas Securities Lender's
Agreement:
1996
UK Tax Addendum are incorporated into this Agreement."
COUNTRY SPECIFIC AMENDMENTS
United Kingdom
The following funher amendments are agreed:
l.
2.
In Clause
jiA)
in the definition
of "Bid Value" the words "types B(x) and C" shall be
deleted and replaced with "type B(x)".
In Clause
jiA)
add the
following deñnition añer the definition of "Offer Value":
""Overseas Securities"
shall
have
the meaning speciñed
in paragraph
lil) of
Schedule 23A to the Income and Corporation Taxes Act
1988."
42

3. In Clause l(A) in the definition of"Reference Price":-
(i) add a new sub-paragraph (a) as follows:-
"(a) in relation to the valuation of Securities, Equivalent Securities, Collateral
and/or Equivalent Collateral eligible for settlement within CREST such
prices as may be established from time to time for use within such system, or,
where such price
is not available, the mid market quotation of such
Securities, Equivalent Securities, Collateral and/or Equivalent Collateral as
derived from the latest edition
of the Daily Official List published by the
Stock
Exchange;"
and reletter the existing sub-paragraphs accordingly;
(ii)
in sub-paragraph (b) (as relettered) add after the closing bracket in line four "(not
designated as eligible for settlement within CREST and not being Overseas
Securities) such price in (sterling) as
is equal to the mid market quotation of such
Securities, Equivalent Securities, Collateral and/or Equivalent Collateral as derived
from the latest edition
of the Daily Official List published by the Stock Exchange or,
in the case
of Overseas Securities," and add after "or" in line eleven "(in relation to
any Securities, Equivalent Securities, Collateral and/or Equivalent Collateral
of the
types mentioned above not eligible for settlement within CREST)".
4. In Clause l(A) the existing wording of the definition of "Securities" shall be deleted and the
following substituted:-
""Securities" means equities and other securities, not being gilt-edged securities as defined
in the Rules, and which are the subject of a loan pursuant to this Agreement
and such term shall include the certificates and other documents
of title in
respect of the foregoing.
5.
Jn Clause 3 delete all the words after "transfer" at the end of line five and substitute the
following:-
"or in the case of Securities held by an agent or within a clearing or settlement system on the
effective instructions to such agent or the operator
of such system which result in such
Securities being held absolutely for the Borrower, or by such other means as may be
agreed".
6. Jn Clause 4(B)(iv) add after "If' in line one "in relation to Overseas Securities".
7. Jn Clause 5(B) delete the existing wording and substitute the following:-
"(B) Where Cash Collateral is deposited with the Lender in respect of any loan of
Securities, the Lender shall pay to the Borrower, in the manner prescribed in Clause
S(C), sums calculated by applying such rates as shall be agreed between the
Parties
from time to time to the amount of such Cash Collateral. Any such payment due to
43
3.
(i)
(ii)
4.
5.
6.
7.
In Clause
l(A)
in the definition
of
"Reference Price":-
add a new sub-paragraph (a)
as
followsi-
"(a)
in
relation
to
the
valuation
of
Securities,
Equivalent
Securities,
Collateral
and/or
Equivalent
Collateral
eligible
for
settlement
within
CREST
such
prices
as
may be established from time to time for
use
within
such system, or,
where
such
price
is
not
available,
themidmarket
quotation
of
such
Securities,
Equivalent Securities, Collateral and/or Equivalent Collateral
as
derived
fi
-
om
the
latest edition
of
the
Daily Official
List published
by
the
Stock Exchange;
and reletter the existing sub-paragraphs accordingly;
in
sub-paragraph
(b) (as relettered) add añer the closing bracket
in
line four "(not
designated
as
eligible
for
settlement
within
CREST
and
not
being
Overseas
Securities)
such
price in (sterling)
as
is equal to the mrd market quotation of
such
Securities,
Equivalent Securities, Collateral and/or Equivalent Collateral
as
derived
from the latest edition
of
the Daily Ofñcial List published by the Stock Exchange or,
in the
case
of
Overseas Securities," and add after
"or"
in line eleven "(in relation to
any
Securities,
Equivalent Securities, Collateral and/or Equivalent Collateral
of
the
types mentioned above not eligible for settlement within CREST)".
In Clause
jiA)
the existing wording
of
the definition
of
"Securities" shall
be deleted and the
following substituted:-
"Securities"
means equities and other securities, not being
gilt
-edged securities
as
defined
in the Rules, and which are the subject
of
a
loan pursuant to this Agreement
andsuch
rom
shallinclude the certificates and other documents
of title
in
respect
of
the foregoing.
In Clause
3
delete
all
the words añer "transfer" at the
end
of
line
five
and
substitute the
following:-
"or
in the
case
of
Securities held by
an agent or within a clearing or settlement system on the
effectiveinstructions
to
such
agent
or
the
operator
of
such
system
whichresult
in
such
Securities being held absolutely for the Borrower, or by such other means
as
may be agreed".
In Clause 4(B)(iv) add añer
'if'
'
in line one
"in
relation to Overseas Securities".
In Clause 5(8) delete the existing wording and substitute the following:-
"(B)
Where
Cash
Collateral
is
deposited
with
the
Lender
in
respect
of
any
loan
of
Securities, the Lender shall pay to the Borrower, in the manner prescribed in Clause
5(C), sums calculated by applying such rates
as
shall be agreed between the Panies
from time to time to lire amount
of
such Cash Collateral.
Any
such payment due to
43

the Borrower may be set-off against any payment due to the Lender pursuant to
Clause 5(A)
hereof."
8. In Clause 7 delete the existing sub-Clause (F) and reletter the existing sub-Clause (G) as (F);
9. In Clause 10(0) add the following at the beginning of the clause:-
"in relation to Overseas Securities only,".
I 0. In Clause 11 delete sub-Clause (E).
44
8.
9.
10.
the
Borrower may
be
set-
off
against
any
payment
due
totheLender
pursuant
to
Clause
5(A) hereofl"
In Clause
7
delete the existing sub-clause (F ) and reletter the existing sub
-
clause (G)
as
(F);
In Clause
l0(D)
add the following at the beginning
of
the clause:-
"in relation to Overseas Securities only,".
In Clause
1 1
delete sub-clause (E).
44

BARCLAYS GLOBAL INVESTORS LIMITED
FUNDS/ACCOUNTS
Barclays Bank UK Retirement Fund
Aquila Japanese Equity Index Fund
Aquila Pacific Rim Equity Index Fund
APPENDIX A
Barclays Global Investors Pensions Management Limited:-
Aquila Life Europe Equity Index Fund
Aquila Life
Smaller Companies Fund
Aquila Life
UK Equity Index Fund
Aquila Life Multinational Index Fund
Aquila Life Multinational Local European
Index Fund
Aquila Life Multinational Local Japanese
Index Fund
Aquila Life Multinational Local
Pacific Rim Index Fund
Aquila Life Multinational
US Index Fund
Aquila Life Multinational Local
UK Index Fund
Aquila Life Corporate Bond Index Fund
Over 15 Years
Aquila Life Corporate Bond Index Fund All Stocks
Aquila Life Japanese Equity Fund
Aquila Life
Pacific Rim Equity Fund
Ascent Life Pacific Rim Equity Fund
Barclays Global Investors Selection Fund:-
BGI Europe Smaller Markets Sub Fund
BG!
US Equity Sub Fund
BG! Europe Ex
UK Equity Sub Fund
BG!
US Equity Millennium Sub Fund
BG! Europe Ex
UK Equity Millennium Sub Fund
BG!
UK Equity Sub Fund
Barclays Global Investors Index Selection Fund:-
BGI US Index Sub-Fund
BG! Japan Index Sub-Fund
BG! UK Index Sub-Fund
BG! Europe ex UK Index Sub-Fund
BG! Pacific Rim Index Sub-Fund
The Former Registered Dock Workers Pension Fund
45
\
BARCLAYS GLOBAL HYVESTORS LIMITED
FUNDS/ACCOUNTS
APPENDIX A
Barclays Bank UK Retirement Fond
Aquila Japanese Equity Index Fond
Aquila Pacific Rim Equity Index Fond
Barclays Global Investors Pensions Management Limited:-
Aquila Life Europe Equity Index Fund
Aquila Life Smaller Companies Fund
Aquila Life UK Equity Index Fund
Aquila Life Multinational Index Fund
Aquila Life Multinational Local European Index F und
Aquila Life Multinational Local
Japanese Index Fund
Aquila Life Multinational Local Paciñc Rim Index Fund
Aquila Life Multinational US Index Fund
Aquila Life Multinational Local UK Index Fund
Aquila Life Corporate Bond Index Fund Over
is
Years
Aquila Life Corporate Bond Index Fund
All
Stocks
Aquila Life
Japanese
Equity Fund
Aquila Life Paciñc Rim Equity Fund
Ascent Life Pacific Rim Equity Fund
Barclays Global Investors Selection Fund:-
BGI Europe Smaller Markets Sub Fund
BGI US Equity Sub Fund
BGl Europe Ex UK Equity Sub Fund
BG! US Equity Millennium
Sub Fund
BG! Europe Ex UK Equity Millennium Sub Fund
BGI UK Equity
Sub Fund
Barclays Global Investors Index Selection Fond:-
BGl US Index Sub-Fund
BGl
Japan Index Sub-Fund
BGl UK Index
Sub-Fund
BG! Europe ex UK Index Sub-Fund
BGI Paciñc Rim Index Sub
-Fund
The Former Registered Duck Workers Pension Flmd
45
X

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SECL&F!ST'lES
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LENCIERS
ASSOCAFIOH
GLOBAL MASTER SECURITIES LENDING AGREEMENT
CLIFFORD CHANCE
*

1.
2.
3.
4
5.
6.
7.
8.
9.
10
l1.
12.
13.
l4.
l5.
l6.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
CONTENTS
Applicability
..
Interpretation ..............
Loans
Of
Securities..
Delivery...
Collateral
....
Distributions And Corporate Actions .......
Rates Applicable To Loaned Securities And Cash Collateral .........
Redelivery Of Equivalent Securities,
Failure To Redeliver .............
Sei-
off
Etc .....,..
Transfer Taxes ........
Lender's Warranties
..
Borrower's Warranties
..
Events
Of Default.,
Interest On Outstandingpayments .........
Transactions Entered niro As Agent
..
Termination OfThis Agreement..
Single Agreement...
Severance
,.
Specific Performance ,......
Notices .....
Assignment ...,....
N
on-
waiver
..........
Goveming Law And
J
urisdiclion ........,....
Time
...
Recording..
Waiver Of Immunity,
Miscellaneous
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SCHEDULE
London
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I07I3/NEW

AGREEMENT
BETWEEN:
GOLDMAN
SACHS
INTERNATIONAL
("Parey
A"),
a
company
incorporated
with
unlimited
liability
underthelaws
of
England
and
Wales,
whose
reg;sterüzd
office
isat
Peferborough Coun,
133 Fleet Street, London EC4A 2BB acting through
a
Designated Office;
and
CREDIT SUISSE FIRST BOSTON ("Party B")
a
company incorporatej under the laws of
Switzerland of
Uetlibergstrasse 231, CH 8070, Zuxich, Switzerland
acting through
a
Designated
Office.
1.
l,l
1.2
1.3
2.
2.1
APPLICABILITY
From time to time the panies may enter into transaclions in which one pany ("Lender")
will
transfer
to
the
other
("Borrower")
secuxitiesand
financial
instmmems
("Securities")
against
the
transfer
of
Collateral
las
defined
in
paragraph2)
with
a
simultaneous agreement by Bonower to transfer to bender Securitie
s
equivalent to such
Secu1ities on
a
f3xed date er on demand against the transfer to B01rower by Lender of
assets
equivalent to such Collateral.
Each
such
transaction shall be referred to in this Agreement
as
a
"Loan"
and
shall be
govemed by
theterms
of
this
Agreement,
including
the
suppiemental
termsand
conditions contained in the Schedule and any Addenda er Annexures attached hereto,
unless otherwise agreed in writing.
Either pany may perform its obligations under this Agreement either directly or through
a
Nominee.
INTERPRETATION
In this Agreement:
-
"Act of Insolvency"
means
in relation to either Pany
(i)
its making
a general assignment for the beneflt of, or entering
,nto a reorganisation,
arrangement, or composition with creditors; or
(ii)
its stating in writing that it is unable to pay its debts
as
they becom£
=
due; or
(iii)
its
seeking,
consenting
toor
acquiescing
in
the
appointment
of
any
tmstee,
administrator, receiver or liquidator or analogous officer of il or ;my material part
of
its property; er
(iv)
the presentation or
filing of
a
petition in respect of it (other than by the other Pany
to this Agreement in respect of any obligation under this Agleement) in any coun
or before any agency alleging or for
the bankmptcy, winding;
-up or insolvency of
such
Pany
(or
any
analogous
proceeding)
or
seeking
any
reorganisation,
London
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10713./NEW

arrangement,
composition,
re-adjustment,
administration,
liqu dation,
dissolution
or similar relief under any present or future stalute, law or regulation, such petition
not having been stayed er dismissed within 30 days
of
its tlling
(excepl in the case
of
a
petition for winding
-up or any analogous proceeding in rzspect of which no
such 30day period shall apply); er
(v)
the
appointment
of
a
receiver,
administrator,
liquidator
or
tnstec or
analogous
officer of
such Pany over all or any material part
of
such Party's propeny; or
(vi)
the
convening
of
any
meeting
of
its
creditors
for
the
purpose
of
considering
a
voluntary arrangement
as
referred to in Section
3
of
the Insol"enc,y Act 1986 (or
any analogous proceeding);
"Alternative Collateral"
means Collateral havinga Market Value eqJal t0 the Collateral
delivered
pursuant
to
paragraph
5and
provided by
way
of
substitution
in
accordance
with the provisions
of
paragraph 5,3;
"Base Currency" means the currency indicated in paragraph 2 ofthe Schcdule;
"Business Day"
means
a
day
other than
a
Saturday or
a
Sunday
on
which banks and
securities markets are open for business generally in each place stated in paragraph
3
of
the
Schedule
and,
in
relation to the delivery or redelivery
of
anyaf the following in
relation to any Loan, in the place(s) where the relevant Securities, Equivalent Securities,
Collateral or Equivalent Collateral are to be delivered;
"Cash Collateral"
means Collateral that takes the fonn
of
a
transfer of currency;
"Close of Business
means the time at which the relevant banks, secJrities exchanges or
depositaries close in the business centre in which payment is to be nade or Securities or
Collateral is to be delivered;
"Collateral"
meanssuch
securities or financial instmments or tramfers of cunency
as
are referred to in the table
set out under paragraph
1
ofthe Schedule
as
being acceptable
or any combination thereof
as
agreed between the Panies in relation to any panicular
Loan and which are delivered by Borrower to Lender in accordance
with this Agreement
and shall include Altemative Collateral;
"Defaulting Party" shall
have the meaning given in paragraph 14;
"Designated Office
means the branch or oftice
of
a
Party which
is specified
as such in
paragraph 4
ofthe Schedule er such other branch er office
as
may
be agreed to in writing
by the Panies;
"Equivalent
"
er "equivalent to"
in
relation to any
Securities
er Collateral provided
under this Agreement means securities, together with cash or other propeny(in the
case
of
Collateral)
as
the
case may be,
of
an
identicd type, nominal velue, description
and
amount to panicular Securities or Collateral,
as the case may be, so provided.
If
and to
the extent that such Securities er Collateral,
as the case may be, consists of secmities dlat
are
panly paid er have been converted, subdivided, consolidaled, made the subject of
a
takeover, ri ghts
of
pre-emption, rights to receive securilies or
a
certiiicate which may at
a
London
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future date be exchanged for secuxities, the expression shall include
su(:h
securities or
other
assets
to which Lender or
BOxrOwer
as
the case may be, is eniitlcd following the
occurrence
of
the relevant event, and,
if
appropriate, the giving of the relevant notice in
accordance with paragraph 6.4 and provided that Lender or Bonower,
as
the case may
be, has paid to the other Party all and any sums due in respect therecf.
h1
the event that
such Securities or Collateral,
as
the case may be, have been redeemed, are pauly paid,
are the subject of
a
capitalisation issue or are subject to
an event similar to any of the
foregoing events described in this paragraph, the expression shall
have
the
following
meanings:-
ja)
in the
case
of
redemption,
a
sum
of
money equivalent to the proceeds of
the
redemption;
(b)
in the case
of
a
call on partly paid securities, securities equivalenvt to the relevant
Loaned Secu1ities er Collateral,
as the case may be, providcd that Lender shall
have paid Borrower, in respect of Loaned Securities, and Eormwer shall have
paid to Lender, in respect of Collateral,
an amoum of money equal to the sum
due in respect
of
the call;
col
in the case of
a
capitalisation issue, securities equivalent to
:he
relevant Loaned
Securities er Collateral,
as
the case may be, together with
tfe
securities allotted
by way
of
bonus thereon;
(d)
in the case
of
any event similar to any
of
the foregoing events described in this
paragraph,
securities
equivalem
tothe
Loaned
Securitizs
er
the
relevant
Collateral,
as
the case may be, together with or replaced by
a sum
of
money or
securities er other property equivalent to that received in res )ect
of
such Loaned
Securities or Collateral,
as
the case may be, resulting from such event;
"Income"
means
any interest,
dividends or other distributions of a1y kind whatsoever
with
respect to any Secuxities or Collateral;
"Income Payment Date", with respect to
any Seculities or Collateräl means the dale on
whichIncome
is
paid
in
respect
of
such
Securities
er Collateral,
or,
in
the
case
of
registered
Securities
er Collateral, the date by reference to which
aarticular registered
holders are identified
as
being entitled to payment
of
Income;
"Letter of Credit"
means an
in
-
evocable, non
-
negotiable letter of credit in
a foxm, and
from
a bank, acceptable to Lender;
"Loaned Securities"
means Securities which are the subject
of
an outstarüding Loan;
"Margin"
shall
havethe
meaning
specifled
in
paragraphl
of
the
Schedule
with
reference to the table set out therein:
"Market Value"
means:
(8)
in
relation to
the
valuation
of
Securities,
Equivalent
Secnritieas,
Collateral
or
Equivalent Collateral (other than Cash Collateral or
a
Letter of Credit):
Lnndon
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(i)
such
price
as
is
equal
to the market quotation for
tl<e
brd
price
of
such
Secuxilies, Equivalent
Securities,
Collateral
and/or Equivalent Collateral
as
derived from
a
reputable pricing infomlation servic : reasonably chosen
in good faith by Lender; or
(ii)
if
unavailable the market value thereof
as
derived from the prices or rates
brd by
a
reputable dealer for the relevant instmment masonably chosen in
good faith by Lender,
in each case at Close of Business on the previous Business lJay er, at the option
of
either Pany where in its reasonable opinion there
hasbeenan
exceptional
movement
in
the
price
of
theasset
in
question
sincesLch
"time,
the
latest
available price; plus (in each case)
(iii)
the aggregate amount
of Income whichhas accmed
bit
not yet been paid
in respect
of
the Seculities, Equivalent Securities, Collateral or Equivalent
Collateral concemed to the extent not included in such price,
(provided
that
the
price
of
Securities,
Equivalent
Secu1ities,
Collateral
er
Equivalent Collateral that are suspended shall (for the purpuses
of
paragraph 5)
be
nil
unless the Panies othemise agree and (for all other purposes) shall be the
price
of
such
Securities,
Equivalent
Securities,
Collat
=
ralor
Equivalent
Collateral,
as the case may be,
as
of
Close
of
Business on the dealing day in the
relevant
market
last
preceding
the
date
of
suspension
er
zn
commercially
reasonable price agreed between the Panies;
(b)in relation to
a
Letter of Credit
the
face
or stated amouut
of
such
Letter of
Credit; and
(C)
in relation to Cash Collateral the amount of the currency concemed;
"Nominee"
means an agent er
a
nominee appointed by either Pany to accept delivery of,
hold or deliver Securities, Equivalent Secuxities, Collateral andlor Equivalent Collateral
or to receive or make payments on its behalf
;
"Non
-
Defaulting Party"
shall have the meaning given in paragraph
l4;
"Parties"
means Lender and B01rower and "Party" shall
be
constmed accordingly;
"Posted Collateral"
has the meaning given in paragraph 5.4;
"Required Collateral Value" shall have the meaning given in paragraph
5
.4;
"Settlement Date"
means the date upon which Securities are transferred to Bonower in
accordance with this Agreement.
2.2
Headings
All
headings appear for convenience only and shall not affect the iuexpretation of this
Agreement.
2.3
Market terminology
London
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I07
l 3/NEW

Notwithstanding the
use
of
expressions such
as
"bo1row""lend"
"Cdlateral"
"Margin",
redeliver" etc. which
are used to reflect tem1jnology used in the market for transactions
of
the kind provided for in this Agreement, title to Securities "bom wed" or "lent"
and
"Collateral" provided in accordance with this Agreement shall
pass
from
one
Pany to
another
as
provided for in this Agreement, the Party obtaining such ti
tre being obliged to
redeliver Equivalent Securities or Equivalent Collateral
as
the case may be.
2.4
Currency conversions
For the purposes
of
detemüning any prices,
sums
er values (inclurling Market Value,
Required Collateral Value, Relevant Value, Eid Value and Offer Va;ue for the purposes
of
paragraphs 5
and
10
of this Agreement) prices,
sums
er values
stated
in currencies
other than the Base Currency
shall
be
convertedinto
theBase
Currency
atthe
latest
available spot rate of exchange quoted by
a
bank selected by Lender (or
if
an
Event of
Default
has occurred in relation to Lender, by Borrower) in the Londan interbank market
for
the purchase
of
the Base Currency with the currency concemed
(in
the day on which
thecalculation
is
to
bemade
or,
if
that
day
is
not
a
Business
Day
the
spot
rate
of
exchange quoted at Close
of
Business on the immediately preceding Business Day.
2.5
The
parties
conflnn
thatintroduction
of
and/or
substitution
(in
place
of
an
existing
cunency) of
a new cunency
as
the lawful currency of
a
country shal, not have the effect
of
altering, er discharging, er excusing perfommnce under, any tem1
>f
the Agreement or
any
Loan
thereunder,
nor give
a
pany
the
right unilaterally
to
aller
or tem1inate
the
Agreement or any Loan thereunder.
Securities
will for
the purpose;
of
this Agreement
be
regarded
as
equivalent to
otherseculities
notwithstanding that
asa
result
of
such
introduction and/or substitution those securities have been redenoxrinated into the new
cunency er
the
nominalvalue
of
thesecuxitieshas
changed
in
c(nnection
with
such
redenomination.
2.6
Modil1cations etc to legislation
Any reference in this Agreement toan act, regulation or other legisl1tion shall include
a
reference
to
any
stamtory
modificationor re
-enactment
thereof fer the time being in
force.
3.
LOANS OF SECURITIES
Lender
will
lend
Securities
to
Borrower,
and
Bouower
will
bonowSecuritiesfrom
Lender in accordance with the tenns and conditions of this Agreement.
The terms
of
each Loan shall be agreed prior to the commencement
of
the relevant Loan either orally
er in writing (including
any agreed fom1
of
electronic communicaticn) and confirmed in
such
fonn
and on such basis
as
shall be agreed between the Panies.
Any confin
-
nation
produced
by
a
Pany
shallnot
supersede
or
prevail
overthe
prior
oral,
written
er
electronic cormnunication
(as the case may be).
4.DELIVERY
4.1
Delivery of Securities on commencement of Loan
London
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l!235570X09
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I07 13/NEW

Lender shall procure the delivery
of
Securities to Borrowcr er deliver such Securities in
accordance
with this Agreement
and
theterms
of
the
relevantLoan.
Such
Securities
shall be deemed to have been delivered by Lender to Bonower on dzlivery to Borrower
or
as
it
shall direct
of
the relevant instruments of transfer, or in the
ca:.e
of
Securities held
by an agent or within
a
clearing or settlement system on the effective instmctions to such
agent or the operator
of
such
system which result in such Securitie; being held by the
operator of the clearing system for the account of the Borrower or
as
it shall direct, or by
such other means as may be agreed,
4.2
Requirements to effect delivery
ThePanies
shall
execute
and
deliver allnecessary
documents
and
give
all necessary
instmctions to procure that all right, title and interest in:
ja)
any Securities boxrowed pursuant to paragraph 3;
(b)
any Equivalent Securities redelivered pursuant to paragraph
3;
(C)
any Collateral delivered pursuant to paragraph 5;
(d)
any Equivalent Collateral redelivered pursuant to paragraphs
5
or 8;
shall pass from one Party to the other subject to the terms and cond lions
set out in this
Agreement,
on
delivery or redelivery of the
same
in
accordance with this Agreement
with full title
guarantee,
free from all lions,
chargesand encumbrarces.
In the
case
of
Securities,
Collateral,
Equivalent
Securities
or Equivalent
Collate1altitle
to
which
is
registered in
a
computer based system which provides for the recoriing and transfer of
title to the
same by way
of book entries, delivery and transfer of
titl
=
shall take place in
accordance with the mles and procedures
of
such system
as
in force from time to time.
The
Party
acquiring
such
right, title
and interest
shallhave
no
obiigation to rerum or
redeliver any of the
assets so acquired but, in so far
as
any Securities
are
borrowed or any
Collateral is delivered to such Party, such Pany shall be obliged, sulject to the tenns of
this
Agreement,
toredeliver
Equivalent
Securities
or
Equivulent
Collateral
as
appropxiate.
4.3
Deliveries to be simultaneous unless otherwise agreed
Where under the remis
of this Agreement
a
Pany is not obliged to make
a
delivery unless
simultaneously
a
delivery ismade
to it,
subject
to
and
without prsjudice to
its
rights
under
paragraph 8.6
such
Pany
may
from
time
to
time
in
acco
-
dance
with
market
practice and in recognition of the practical difflculties in ananging simultaneous delivery
of
Securities,
Collateral
and
cash
transfers
waive
its
right
underthis
Agreemem
in
respect
of
simultaneous delivery and/or payment provided that no such waiver (whether
by course
of
conduct or otherwise) in respect of one transaction shall bind
it
in respect
of
any other transaction.
4.4
Deliveries of Income
hl
respect
of hlcome
being
paid
in
relation
to
any
Loaned
Securities
er
Collateral,
Bonower in the
case
of
Income being paid in respect of Loaned Sec 1rities and Lender in
London
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the case
of Income being paid in respect of Collateral shall provide
t(
the other Party,
as
the case may be, any endorsements er assignments
a5
shall be custom1ry and appropriate
to effect the delivery of money er property equivalent to the type
and
amount
of
such
Income to Lender, irrespective of whether Borrower received the
same
in respect
of
any
Loaned Securities or to Borrower, inespective of whether bender received the same in
respect
of
any Collateral.
5.
COLLATERAL
5,l
Delivery of Collateral on commencement of Loan
Subject to the other provisions
of
this paragraph 5, BOxrOwer undenzkes to deliver to er
deposit
with
Lender
(er
in
accordance
with
Lender's
instmctions)
Collateral
simultaneously with delive1y of the Securities to which the Loan relales and in any event
no
laterthan
Closeof
Businesson
the
Settlement
Date.
In
respect
of Collateral
comprising
securities,
such
Collateral
shall
bedeemed
to
have
been
delivered
by
Borrower to Lender on delivery to Lender or
as
it
shall direct of the relevant instmmems
of
transfer, or in the case of such securities being held by an agent er within
a
clearing er
settlement
system,
on
the
effective instmctions to
such
agent
er
do
operator
of
such
system, which result in such securities being held by the operator of the clearing system
for
the
account
of
the
Lender or
as
it
shall
direct,
or by
such
other means
as
may be
agreed.
5.2
Deliveries through payment systems generating automatic payments
Unless
otherwise
agreed
between
the
Panies,
where
any
Se(urities,
Equivalent
Securities, Collateral or Equivalent Collateral (in the foml of securi
ries) are transferred
through
a
book
entry
transferorsettlement
system
which
autormtically
generates
a
payment
or
delivery,
or
obligation
to
pay
or
deliver,
against
do
transfer
of
such
securities, menz-
(i)
such automatically generated payment, delivery or obligation
;hall be treated
as
a
payment or delivery by the transferee to the transferor, and except to the extent that
it
is
applied
to
discharge
an
obligation
of
thetransferee
to
effect
payment
er
delivery, such payment or delivery, er obligation to pay or deliver, shall be deemed
to be
a
transfer
of
Collateral or redelivery of Equivalent Collatcral,
as
the case may
be, made by the transferee until such time
as
the Collateral er Equivalent Collateral
is
substituted
with
other
Collateral
or
Equivalent
Collateral
if
an
obligation
to
delivet other Collateral or redeliver Equivalent Collateral
existe d
immediately prior
to
the
transfer
of
Securities,
Equivalent
Securities,
Colla
;eral
or
Equivalent
Collateral; and
(ii)
the party
receiving such
substituted
Collateral er Equivalent Collateral,
or
if
no
obligation
todeliverother
Collateral
erredeliver
Equivalert
Collateral
existed
immediately prior to the transfer of Securities, Equivalent Securities, Collateral er
Equivalent
Collateral,
the
pany
receiving
the
deemed
transfer
of Collateral
er
redelivery
of
Equivalent Collateral,
as the case may be, shall
:ause to be made to
the other pany for value the same day either, where such
trans
fer is
a
payment, an
irrevocable
payment
in the amount of
such
transfer or,
wheresuch
transfer is
a
London-1/235570/09
7
I07
l3lNEW

delivery,
an
irrevocable delivery of securities (or other property,
as
the case
may
bei equivalent to such property.
5.3
Substitutions of Collateral
Bonower
may
from
timetotime
call
for
the
repayment
of
Cash
Collateralor
the
redelivery of Collateral equivalent to any Collateral delivered to Lerder prior lo the date
on which the
same
would othemise have been repayable or redeliverable provided that
at
the
time of
such
repayment er redelivery Borrower shall have celivered or delivers
Altemative
Collateral
acceptable.
to
Lender
and
Bonower
is
in
compliance
with
paragraph 5.4 or paragraph 5.5,
as
applicable.
5.4
Marking to Market of Collateral during the currency of
a
Loan
(
n aggregated basis
Unless paragraph
1.3
of
the Schedule indicates that paragraph 5.5
shall apply in lieu of
this paragraph 5.4, or unless otherwise agreed between the Panies:-
iii
the aggregate Market Value
of
the Collateral delivered to or
do
posited with Lender
(excluding any Equivalent Collateral repaid or redelivered under Paragraphs 5.4(ii)
or
5.5(ii)
las
thecase
may
be))
("Posted
Collateral")
in
rsspect
of all
Loans
outstanding under this Agreemem shall equal the aggregate
of
the Market Value of
the
Loaned
Securities
andthe
applicable
Margin
(the
"Required
Collateral
Value") in respect of such Loans;
(ii)
if
at
any
time
on
any
Business
Day
the
aggregate
Market Value of
thePosted
Collateral
in respect
of all
Loans
outstanding under this Agxeement exceeds the
aggregate
of
the Required Collateral Values in respect
of
such Loans, Lender shall
(on
demand)
repay
andior
redeliver,
as
the
case
may
be,
to
Borrower
such
Equivalent Collateral
as
will
eliminate the excess;
(iii)
if
at
any
time
on
any
Business
Day
the
aggregate
Market V
alue
of
thePosted
Collateral in respect
of
all Loans outstanding under this Agreement falls below the
aggregate
of Required Collateral Values
in respect
of all su:h
Loans,
Borrower
shall (on demand) provide such funher Collateral to Lender
.is
will eliminate the
deficiency.
5.5
Marking to Market of Collateral during the currency of
a
Loan on a Loan by Loan
basis
If
paragraph
1.3
of
the
Schedule
indicatesthis
paragraph5.5
shall
apply
in
lieu
of
paragraph 5.4, the Posted Collateral in respect
of
any Loan shall lear from
day to day
and at
=
any time the same proponion to the Market Value
of
the Loaned Secu1ities
as the
Posted Collaleral bote at the commencement of such Loan.
Accordilgly:
(i)
the Market Value of
the
Posted Collateral to be delivered or deposited while the
Loan continues shall be equal to the Required Collateral Value;
(ii)
if
at any time on any Business Day the Market Value of the
Posted Collateral in
respect
of
any Loan exceeds the Required Collateral Value in
1espect
of
such Loan,
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Lender shall (on demand) repay andlor redeliver,
as the case n ay be, to Borrower
such Equivalent Collateral
as
will
elirninate the excess;
and
(iii)
if
at any time on any Business Day the Market Value
of
the Posted Collateral falls
below the Required Collaleral Value, Bonower shall
(on
demand)
provide
such
funher Collateral to Lender
as
will
eliminate the deticiency.
5.6
Requirements to redeliver
excess
Collateral
Where
paragraph 5.4
applies,
unless
paragraph
1.4
of
the
Scheduk
indicatesthatthis
paragraph5.6
does
not
apply,
if
a
Pany
(the
"first
Party")
would,
but
for
this
paragraph 5.6, be required under paragraph 5.4 to provide funher Ccllateral or redeliver
Equivalent
Collateral
in
circumstances
where
theother
Party
(the
"second
Party")
would, but for this paragraph 5.6, also be required to or provide Ccllateral er redeliver
Equivalent Collateral under paragraph 5.4, then the Market Value
cf
the Collateral or
Equivalent
Collaleral
deliverable
by
the
first Pany
("X")
shall
beset-
off
against
the
Market Value of
the Collateral er Equivalent Collateral deliverable
lxy
the second Pany
("Y")
and
the
only
obligalion
of
the
Panies
under paragraph 5.4
shall
be,
where
X
exceeds
Y,
an
obligation of the first Party, er where Y exceeds X,
an
obligation of the
second Pany
to repay and/or
(as
the case may be) redeliver Equiva ent Collateral or to
deliver further Collateral having
a
Market Value equal to the difference between X and
Y.
5.7
Where
Equivalent
Collateral
is
repaid
or redelivered las
the
case
may
bei
or
fur1her
Collateral is provided by
a
Party under paragraph 5.6,
the Parties
slall
agree
to which
Loan
er Loans such repayment, redelivery or funher provision is l0
be
amibuted and
falling
agreement
it
shall
be
attributed,
as
detennined
by
the
Z'any
making
such
repayment, redelivery er further provision to the earliest outstandir
g Loan and,
in the
case
of
a
repayment er redelivery up to the point at which the Market Value of Collateral
in respect of
such
Loan equals the Required Collateral Value in reupect of such Loan,
and then to the next earliest outstanding Loan up to the similar point end
so on.
5.8
Timing of repayments of
excess
Collateral or deliveries of further Collateral
Where any Equivalent Collateral falls to be repaid or redelivered
(as the case may bei or
further
Collateral
is
to
be
provided
underthis
paragraph 5,
unlessotherwise
agreed
between
the
Panies,
it
shall
be
delivered
onthesame
Business
I)ay
as
therelevant
demand.
Equivalent
Collateral
comprising
secu1ities
shall
bedeemed
to
havebeen
delivered by Lender to Bonoweron
delivery to B01rower er
as
il
shalldirect
of
the
relevant instmments
of
transfer, or in the
case
of
such securities beiag held by
an agent
or within
a
clearing or settlement system on the effective instmctions to such agent or the
operator of such system which result in such securities being held by the operator
of
the
clearing
system
for
the
account
of
the
Borrower or
as
it shall direct or by
such
other
means as may be agreed.
5.9
Substitutions and extensions of Letters of Credit
Where Collateral is
a
Letter of Credit, Lender may by notice to Borrower require that
Borrower, on the Business Day following the date of delivery of su:h notice, substitute
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6.
6.1
6.2
6.3
6.4
Collateral consisting of
cash
or other Collateral
acceptable to Lender for the Letter of
Credit.
Prior to the expiration of any Letter of Credit supponing Borrower's obligations
hereunder, Bonower shall, no later than l0.30a.m. UK time on the sücond Business Day
prior to
the date such Letter of Credit expires, obtain
an extension
af the expiration of
such
Letter
of Credit
or
replace
such
Letter
of
Credit
byprovking
Lender
with
a
substitute Letter of Credit
in
an
amount
at
leasl equal
to the amol1nt
of
the
Letter of
Credit for which it is substituted.
DISTRIBUTIONS AND CORPORATE ACTIONS
Manufactured Payments
Where Income is paid in relation to any Loaned Securities or Collateral (other than Cash
Collateral)
on
or by
reference
to
anh1come
Payment
Date
Borrower,
in
thecase
of
Loaned
Securities,
and
Lender,
in
thecase
of Collateral,
shall,
on
the
date
of
the
payment
of
such
lncome,
er on such other date
as
the Panies
ma; from time to time
agree,
(the
"Relevant Payment Date")
pay
and
deliver
a
sum
of
money
or propeny
equivalent to the type and amount
of
such Income that, in the case Ofloaned Securities,
Lenderwould
havebeen
entitledtoreceive
had
such
Secuxities
not
been
loanedto
Borrower and had been retained by Lender on the h1come Payment Date, and, in the case
of
Collateral, Borrower would have been entitled to receive
had
sud
Collateral not been
provided to Lender and had been retained by Borrower on the Im ome Payment Date
unless a different sum is agreed between the Panies.
Income in the fonn of Securities
Where Income, in the form
of
securities, is paid in relation to any I .oaned Securities er
Collateral, such
secu1ities
shall be added to such Loaned Securities or Collateral land
shall constitute Loaned Securities or Collateral,
as
the case may be, and be part
of
the
relevant Loan) and
will
not be delivered to Lender, in the
case
of
Loz ned Securities, or to
Borrower, in the
case
of Collateral, until the end of the relevant Loun, provided that the
Lender or BOxrOwer (as the case may bei
fulfils their obligations un rer paragraph 5.4 or
5.5
(as applicable) with respect to the additional Loaned Securities er Collateral,
as
the
case may be.
Exercise of voting rights
Where
any
voting
rights
fall to
be
exercised
in
relation
to
any
loaned Securities
or
Collateral, neither Borrower, in the
case
of Equivalent Securities, nor Lender, in the case
of Equivalent Collateral, shall have any obligation to anange for
loting rights of that
kind to
be exercised in accordance with the instmctions of the othe
*
Party in relation to
the Secuxities bonowed by
it or transferred to it by way of Collateral,
as the case may be,
unless otherwise agreed between the Parties.
Corporate actions
Where,
in
respect
of
any
Loaned
Securities
or
any
Collateral,
any
rights
relating
to
conversion,
sub-division,
consolidation,
pre-emption,
rights
arisir
g
under
a
takeover
offer, rights to receive secudties or
a
cenitlcate which may
at a future date be exchanged
for securities or other rights, including those requiring election by the holder for the time
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7.
7.1
7.2
7.3
8.
8.1
London
being
of
such
Securities
or Collateral,
become
exercisable
prior to
the
redelivexy
of
Equivalent Securities or Equivalent Collateral, then Lender or Borrower,
as the case may
be,
may, within
a reasonable time
before the latest time for
the exe1cise
of
the
right or
option give written notice to the other Party that on redelivery of Equlvalent Securities or
Equivalent Collateral,
as
the case may be,
it
wishes to receive Equi valent Secu1ities er
Equivalent Collateral in such fonn
as
will
arise
ifthe right
is exercisüxi or, in the case
of
a
right which may
be exercised in more than one manner, is exercisud
as
is specibed in
such written notice.
RATES APPLICABLE TO LOANED SECURITIES AND CASH COLLATERAL
Rates in respect of Loaned Securities
In respect of
each Loan, Borrower shall pay to Lender, in the manner prescribed in sub
-
paragraph
7.3,
sums
calculated
by applying
suchrate
as
shall
be
1greed
between
the
Panies from time to time to the daily Market Value of the Loaned
See
urities.
Rates in respect of Cash Collateral
Where Cash Collateral is deposited with Lender in respect of any Lo;m, bender shall pay
to
Borrower, in the manner prescribed in paragraph 7,3,
sums
caluulated by applying
such rates
as
shall he agreed between the Parties from time to time tc the amount of such
Cash Collateral.
Any
such payment due to Bonower may be set-
off
against any payment
due to Lender pursuant to paragraph 7.1.
Payment of rates
In respect of
each Loan, the payments refened to in paragraph
7.l
md 7.2 shall accme
daily in
respect
of
the period commencing on and inclusive of the Settlement Date and
tenninating on and exclusive
of
the Business Day upon which Equi lalent Securities are
redelivered or Cash Collateral is repaid.
Unless othenwise agreed,
lie
sums so accming
in respect
of
each calendar month shall be paid in ancar by the
relrävant Party not later
than the
Business Day which
isone
week after the last Business Jay of
the
calendar
month to which such payments relate er such other date
as the Panins shall from time to
time agree.
REDELIVERY OF EQUIVALENT SECURITIES
Delivery of Equivalent Securities on termination of
a
Loan
Borrower shall procure the redelivery
of Equivalent
SecuxitiestoLenderor
redeliver
Equivalent Securities in accordance with this Agreement and the (enns of
the
relevant
Loan on tennination of
the Loan.
Such Equivalent Securities
shalö
be deemed to have
been delivered by Borrower to Lender on delivery to Lender or
as
it
shall direct
of
the
relevant instruments
of
transfer, er in the
case
of Equivalent Securilies held by
an agent
er within
a
clearin g or settlemem system on
Lhe
effective instruction:. to such agent er the
operator
of
such
system which result in
such
Equivalent Securities being held by the
operator of the clearing system for the account of the Lender or
as
it
shall direct, or by
such
other means
as
may be agreed.
For the avoidance
of
doubt
1my
reference in this
Agreement or in any other agreement or communication between th
=
Panies (howsoever
I/235570/09
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expressed)
toan
obligation
to
redeliver
or account
for er
act
in
relationtoLoaned
Securities shall accordingly be constmed
as
a
reference to an obligation to redeliver or
account for or act in relation to Equivalent Securities.
8.2
Lender's xight to terminate
a
Loan
Subjcct to paragraph
10 and the terms
of
the relevant Loan, Lende' shall
be
entitled to
temlinate
a
Loan and to call for the redelivery of all or any Equivalznt Securities
at any
time by giving notice on any Business Day of not
less than the staniard settlement time
for
such
Equivalent Securities on.the exchange er in the clearing organisation through
which the Loaned Securities were originally delivered.
Borrower shall redeliver
such
Equivalent Securities not later than the expiry of such notice in accordance with Lender's
mslmct10ns.
8.3
Borrower's right to terminate
a
Loan
Subject
totheterms
of
the
relevant
Loan,
Borrower shall
be
ent tled
at
any
time
to
tem1inate
a
Loan and to redeliver all and any Equivalent Securities
due and outstanding
to
Lender
in
accordance
with
Lender's
instructions
and
Lendel
shall
accept
such
redelivery.
8.4
Redelivery of Equivalent Collateral on tennination of
a
Loan
On
the
dateand
timethat
Equivalent
Secu1ities
are
required
t(
be
redelivered
by
Borrower
onthe
tem1ination
of
a
Loan,
Lender
shall
simultat1eously (subject
to
paragraph 5.4
if
applicable) repay to Bonower any Cash Collateral or,
as
the case may
be,
redeliver Collateral equivalent to the Collaterm provided by
Barrower pursuant to
paragraph
5
in respect
of
such
Loan.
For the avoidance of doubt äny reference in this
Agreement er in any other agreement er communication between the Parties (however
expressed) to
an
obligation to redeliver or account for or act in relation to Collateral shall
accordingly be constmed
as a reference to
an
obli gation to redeliver Jr account for or act
in relation to Equivalent Collateral.
8.5
Redelivery of Letters of Credit
Where
a
Letter of Credit is provided by way of Collateral, the obligation to redeliver
Equivalent Coliateral is satisfied
by
Lender redelivering for cancelation
the
Letter
of
Credit
so provided, or where the Letter of Credit is provided in
resp1:ct
of
more than one
Loan, by Lender consenting to a reduction in the value
of
the Letter
(
f
Credit.
8.6
Redelivery obligations to be reciprocal
Neither Pany shall
be obliged to make delivery (or make
a
payment
as
the case may be)
to the other unless
it
is satisfied that the other Pany
will
make such (lelivery (or make
an
approp1iate payment
as the case may bei to it.
If
it
is not
so satisfiüsd (whether because
an
Event of Default
has occurred in respect of the other Pany or otherwise) it shall notify
the other pany and unless that other Pany
has made anangements which are sufficient to
assure
full delivery (or
the
appropxiate
payment
as
thecase
may
je)
to
the
notifying
Party, the notifying Pany shall (provided it
is
itself in
a
position, and willing, to perform
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9.
FAILURE TO REDELIVER
9.1
Borrower's failure to redeliver Equivalent Securities
9.2
Lender's failure to Redeliver Equivalent Collateral
its own obligations) be entitled to withhold delivery (or payment,
as
the case may bei to
the other Pany.
(i)
If
Borrower
does
not
redeliver
Equivalent
Securities
n
accordance
with
paragraph
8.l or
8.2, Lender may elect to continue the Loan (which Loan, for
the avoidance
of
doubt, shall continue to
be taken into acccunt for the purposes
of
paragraph 5.4 er 5.5
as
applicable) provided that
if
LenJer does not elect to
continue the Loan, Lender may either by written notice to Bonower tem1inate
the Loan forthwith and the Parties' delivery and payment cbligations in respect
thereof (in which
case sub-paragraph
(ii)
below shall applyj
or
serve a notice
of
an
Event of Default in accordance with paragraph
14.
(ii)
Upon service
of
a notice to tenninate the relevant Loan pursuant to paragraph
9.1(i):
-
(a)
there shall be sei-
off
against the Market Value ofthe liquivalent Securities
concemed such amount of Posted Collateral chosen
b/
Lender (calculated
at its Market Value)
as
is equal thereto;
(b)
theParties
delivery
and
payment
obligalions
in
rel1tionto
suchassets
which
are set-
off
shall terminate;
(c)
in the event that the Market Value of the Posted Col ateral
set-
off
is less
than the Market Value of
the
Equivalent Securities concemed Borrower
shall account to Lender for the shonfall; and
(d)
Borrower shall account to Lender for the total costs and expenses incutred
by Lender
as a result thereof
as set out in pamgraphs
9.3 and 9.4 from the
time the notice is effective.
(i)
IfLender
does not redeliver Equivalent Collateral in accordance with paragraph
8.4 or 8.5, Borrower may either by written notice to Lende
-
terminate the Loan
fonhwith
and the Panies' delivery and payment obligations *n respect thereof (in
which
case sub-paragraph
(ii) below shall apply) er
serve ;l
notice of
an Event
of Default in accordance with paragraph
14.
(ii)
Upon service of
a
notice to terminate the relevant Loan pursuant to paragraph
9.2(i):-
(a)
there shall be set-
off
against the Market Value
of
the Iiquivalent Collateral
concemed the Market Value
of
the Loaned Securities;
(b)
thePanies
delivery
and
payment
obligations
in
rehtion to
suchassets
which
are set-
off
shall tenninate;
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9.3
9.4
10.
10.1
(c)
in
the
event
that
the
MarketValue
of
the
Loaned
Securities
held
by
Borrower
is
less
than
theMarketValue
of
the
Equivalent
Collateral
concemed Lender shall account to Borrower for the shonfall; and
(d)
Lender shall account to Borrower for the total costs ard expenses incuned
by Bonower
as a result thereof
as
set out in paragraphs 9.3 and 9.4 from
the time the notice is effective.
Failure by either PaI1y to redeliver
This
provision
applies
in
the
event
that
a
Pany
(the
"Transferur")
failsto
meet
a
redelivery obligation within the standard settlement time for the
asset concemed on the
exchange or in the clearing organisation through which the
asset
eqJivalent to the
asset
concemed
was
originally
delivered
or
within
such
other
period
as
may
be
agreed
between the Panies. In such situation, in addition to the Panies' lights under the general
law
and
this
Agreement
where
the
other
Pany
(the
"Transferle")
incurs
interest,
overdraft or similar
costs and expenses the Transferor agrees to pay on demand and hold
hannless the Transferee with respect to all such costs and expenses which arise directly
from
such failure excluding (i) such costs and expenses which arise from the negligence
er
wilful
default
of
the Transferee
and
(ii)
any
indirect or conseq1ential
losses.
It
is
agreed by the Parties that any costs reasonably and properly incurred by
a
Pany arising
in respect
of
the failure of
a
Pany to meet its obligations under
a
ransaction to seil or
deliver
securities
resulting
from
the
failure
of
theTransferor
to
fulfil
its
redelivery
obligations is to be treated
as a
direct cost or expense for the purpose.;
of
this paragraph.
Exercise of buy
-
in on failure to redeliver
hl
theeventthat
asa
result
of
the
failure
of
the
Transferor
to
fulbl
its
redelivery
obligations
a
"buy
-
in"
is
exercised
against
the
Transferee,
then
theTransferorshall
account to the Transferee for the total costs and
expenses
reasonably
incurred by the
Transferee
as a result
of
such "buy-in".
SET
-
OFF ETC
Definitions for paragraph
10
h1
this paragraph
10:
"Brd Price" in relation to Equivalent Securities er Equivalent Collateral
means the best
available brd price on the most appropxiate market in
a
standard size;
"Brd Value
subject to paragraph 10.5 means:-
ja)
(b)
London
-
l/235570/09
in relation to Collateral equivalent to Collateral in the foml of
a
Letter of Credit
zero and in relation to
Cash
Collateral the amount of the currency concemed;
and
in relation to Equivalent Securities or Collateral equivalent to all other types of
Collateral
the
amount
which would
be
received
on
a
sale
of
such
Equivalent
Securities or Equivalent Collateral at the Brd Price
at Closü:
of
Business on the
relevant Business Day less all costs, fees and expenses that 'would be incuned in
14
I07
l 3IN EW

connection therewith, calculated on the assumption that the aggregate lhereof is
the least that could reasonably be expected to be paid in order to carry out such
sale
or realisation
and
adding
thereto
the
amount
of
any
interest,
dividends,
distributionsorother
amounts,
in
the
case
of
Equivalenl
Securities,
paid
to
Borrower
and
in respect
of
which
equivalent
amounts
hale not
been
paid
£o
Lender and in the case
of
Equivalent Collateral, paid to Len rer and in respect of
which equivalent amounts have not been paid to Borrower
in accordance with
paragraph
6.1
prior
to
such
time
in
respect
of
such
Equivalent
Securities,
Equivalent Collateral er the original Securities er Collateral held, gross of all
and any tax deducted er paid in respect thereof
;
"Offer Price" in relation
to Equivalent Securities or Equivalent Collateral
means
the
best available offer price on the most appropriate market in
a
standard size;
"Offer Value
subject to paragraph 10.5 means:-
(a)
in relation to Collateral equivalent to Collateral in die foml of
a
Letter of Credit
zero and in relation to Cash Collateral the amount of the
zurrency concemed;
and
(b)
in relation to Equivalent Securities er Collateral equivalent to all other types of
Collateral
the
amount
it
would
cest
to
buy
such
Equivalent
Securities
or
Equivalent Collateral
atthe
Offer Price
at
Close
of
Business
on
the
relevant
Business Day together with all costs, fees and expenses
thz.t
would be incuned
in connection therewith, calculated on the assumption that the aggregate thereof
is the least that could reasonably be expected to be paid in order to carry out the
transaction
and
adding
thereto
the
amount
of
any
interest,
dividends,
disuibutions
orother
amounts,
in
the
case
of
Equivalenr
Securities,
paid
to
Bolrower
and
in respect of which equivalent amounts
have
not
been
paid
to
Lender and in the case
of
Equivalent Collateral, paid to Lender and in
respecx
of
which equivalent amounts have not been paid to Bonower. in accordance with
paragraph
6.1
prior
to
such
time
in
respect
of
such
Equivalent
Securities,
Equivalent Collateral or the original Securities or Collate1al held, gross of all
and any tax deducted or paid in respect thereof;
10.2
Termination of delivery obligations upon Event of Default
Subject to paragraph
9,
if
an
Event
of Default
occurs
in relation
to
either Party,
the
Parties' delivery and payment obligations (and any other obligations they have under this
Agreement)
shall be accelerated
soas
to require perfonnance themof
at the time such
Event
=
Of
Default occurs
(the
date
of
whichshall
bethe
"Termination Date" for
the
purposes
of this clause)
so that perfomlance
of
such delivery and
payment obligations
shall be effected only in accordance with the following provisions:
(i)
the
Relevant
Value
of
thesecuzities
whichwould
have
teen
required
to
be
delivered but for such termination (or payment to be made,
as
the case may be) by
each Pany shall be established in accordance with paragraph 10.3; and
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(ii)
on the basis
of
the Relevant Values
so established, an account Hhall be taken (as at
the Termination Date)
of what
is due from each Party to the other and (on the basis
thateach
Pany's
claim
against
the
other
in
respect
of delivery
of
Equivalent
Securities or Equivalent Collateral or any cash payment equals the Relevant Value
thereof) the sums due from one Pany shall be sei
-
off
against the sums due from the
other and only the balance
of
the account shall be payable (by the Party having the
claim valued
at the lower amount pursuant to the foregoing) anJ such balance shall
be payable on the Termination Date.
If
the
Bid
Value
is
greater
thanthe
Offer Value,
andthe
Non
-
Däfaulting Pany
had
delivered to the Defaulting Pany
a
Letter of Credit, the Defaulting Pany shall draw on
the Letter of Credit to the extent of the balance due and shall subseguemly redeliver for
cancellation the better
of
Credit
so
provided.
If
the Offer Value is greater than the Brd Value, and the Defaulting Pany had delivered
to the Non
-
Defaulting Pany
a
Letter of Credit, the Non
-
Defaulting Pany shall draw
on
the Letter of Credit to the extent of the balance due and shall subsequently redeliver for
cancellation the Letter
of Credit
so provided.
In all
other circumstances, where
a
Letter of Credit
has been provided to
a
Pany, such
Pany shall redeliver for cancellation the Letter
of
Credit so provided.
10.3
Detennination of delivery values upon Event of Default
For the puxposes
of paragraph 10.2 the "Relevant Value":
ü)
of
any
secuririesto
be
delivered
by
the
Defaulting
Pan
y
shall,
subject
to
paragraph 10.5 below, equal the Offer Value of such securities; and
iii)
of
any
securitiesto
be
delivered
to
the
Defaulting
Party
shall,
subject
to
paragraph 10.5 below, equal the Brd Value
of
such securities.
I0.4
For the
pu1poses
of
paragraph 10.3,
hut subject to paragraph 10.5,
the
BrdValue
and
Offer Value of any securities shall be calculated for securities of the relevant description
(asdetennined by the Non-Defaulting Party)
as
of
the
first Business Day following the
Termination Date, or
if
the relevant Event of Default occurs outside the nonnal business
hours
of
such market, on the second Business Day following the Tumination Date (the
"Default Valuation Time");
10.5
Where the Non
-
Defaulting Party has following the occurrence of
anEvent
of Default but
prior to the close
of
business on the
fifth
Business Day following tl
je
T ermination Date
purchased secu1ities fonning pan
of
the
same issue and being
of
an identical type and
description to those to be delivered by
the
Defaulting Pany er soli securities forming
part
of
thesameissueand
being
of
an
identical
type
and
description
to
those
to
be
delivered by him to the Defaulting Party, the cost of
such
purchasz or the proceeds of
such sale,
as
the case may be, (taking into account all reasonable eos
is,
fees and expenses
that would be incuned in connection therewith) shall (together with any amounts owing
pursuant to paragraph 6.1) be treated
as
the Offer Value or Brd Value,
as
the case may
be,
of
the amount
of
securities to be delivered which is equivalent
:0
the amount of the
securities so bought or sold,
as
the case may be, for the purposes
of
;his paragraph 10, so
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that Where the amount
of
securities to be delivered is more than the amount
so
bought er
sold
as
the case may be, the Offer Value or Brd Value
as the case may be,
of
the balance
shall be valued in accordance with paragraph 10.4.
10.6
Any reference in this paragraph
10
to seculities shall include any
a::set
other than cash
provided by way
of
Collateral.
10.7
Other
costs, expenses and interest payable in consequence of an Event of Default
The Defaulting Pany shall be liable to the Non-Defaulting Pany fer the amount of all
reasonable legal and other professional expenses incurred by the Non
-
Defaulting Pany in
connection
with
or
asa
consequence
of
an
Event
of Default,
together
with
interest
thereon
at
the
one-month
London
Inter Bank Offered
Rate
as
quoted
on
a
reputable
financial infonnation service ("LIBOR")
as
of
11.00 am, London Time, on the date on
which it
is
to
be
detemljned
er,
in
thecase
of
an
expense attribulable to
a
panicular
transaction
and
where
the
parties
have
previously
agreed
a
rate
of
interest
for
the
transaction,
that
rate
of
interest
if it
is
greater
than
LIBOR.
Therate
of LIBOR
applicable to each month or part thereof that any sum payable pursuznt to this paragraph
10.7 remains outstanding is the rate of LIBOR detennined on the first Business Day of
any
such
period
of
one
monthor
any
part
thereof.Imerest
will
accme
daily
on
a
compound basis and
will
be calculated according to the actual number
of
days elapsed.
ll.
TRANSFER TAXES
Bonower hereby undertakes
promptly to
pay
and
account
for an;
transfer
or similar
duties
or taxes chargeable
in
connection
with any transaction
effected
pursuant
to
or
contemplated
by
this
Agreement,
and
shall
indemnify
and
keep
nderm1ified
Lender
against any
liability
arising
as a result
of
Borrower's failure to do
so.
l2.
LENDER'S WARRANTIES
Each
Pany
hereby
warrantsandundertakes
totheother on
a
conLinuing
basis
to
the
intent that such warranties shall survive the completion
of
any transaction contemplated
herein that, where acting
as a
Lender:
(a)
it
is duly authorised and empowered to perfonn its duties and Oaligations under this
Agreement;
(b)
it
is not restricted under the
tem1s
of
its constitution or in
an)
other manner from
lending
Securities
in
accordance
with
this
Agreement
Jr
from
otherwise
performing its obligations hereunder;
(c)
it
is absolutely entitled to
pass
full
legal and benebcia1 owneruhip
of all
Sedurities
provided
by
it
hereunder
to
Bonower
free
from
all
liens,
charges
and
encumbrances; and
(d)
it
is acting
as
principal in respect of this Agreement or, subjec: to paragraph
16, as
agent and the conditions refened to in paragraph 16.2
will
be
iulfilled in
respect
of
any Loan which it makes
as agent.
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13.
l4.
14.1
BORROWER'S WARRANTIES
Each
Pany
hereby
wanams
and
undenakes
to
the
other
on
a
conlinuing basis
to
the
intent that such warranties shall survive the completion of any transuclion contemplated
herein that, where acting
as a
Borrower:
(a)
it
has
all necessary licenses and approvals, and is duly authorised and empowered,
to
perform its
duties
and
obligations under this Agreement and
will
do
nothing
prejudicial to the continuation of such authorisation, licences or approvals;
(b)
it
is not restricted under the terms
of
its constitution or in any other manner from
borrowing
Securities
in
accordance
with
this
Agreement
er
from
othemise
perfoxming its obligations hereunder;
(c)
ilis absolutely entitled to
pass
full
legal and beneficial ownership
of all Collateral
provided by it hereunder to Lender free from all liens, charges and encumbrances;
and
(d)
it
is acting
as
principal in respect
of
this Agreement.
EVENTS OF DEFAULT
Each
of
the
following
events
occuning
in
relation
to
either
Pany
(the
"Defaulting
Party",
the other Pany being the "Non
-
Defaulting Party")
shall be
an
Event of Default
for
the puipose of paragraph 10 but only (subject to sub-paragraph (*') below) where the
Non
-
Defaulting Pany sewes written notice on the Defaulting Party:
-
(i)
Borrower or Lender falling to pay or repay Cash Collateral er deliver Collateral or
redeliver Equivalent Collateral er Lender falling to deliver Sec1rities upon the due
date;
(ii)
Lender or Boxrower failing to comply with its obligations under paragraph 5;
(iii)
Lender or Borrower failing to comply with its obligations under paragraph 6.1;
(iv)
Bonower falling to comply with its obligations to deliver Equ valent Securities in
accordancc with paragraph 8;
(v)
an
Act of
h1solvency
occuning with
respect
toLender
or Barrower,
an
Actof
Insolvency which is the presentation of
a
petition for winding up er any analogous
proceeding
or
the
appointmem
of
a
liquidator
er
analog
-
>
us
officerof
die
Defaulting Pany not requiring the Non
-
Defaulting Pany to seile written notice
on
the Defaultin gpany;
(vi)
any
representation
or warranty
made
by
Lenderor Borrower
being
inconect or
umme
in
any
material
respect
when
made
er repeated
or deamedto
have been
made er repeated;
(vii)
Lender or Borrower admitting to the other that it
is unable to, or it intends not to,
perform any
of
its obligations under this Agreement and/or in
r€
spect
of
any Loan;
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14.2
14.3
14.4
15.
16.
16.1
16.2
(viii)
Lender
(if
applicable) er Borrower being declared in default or being suspended or
expelled
from
membership
of
or
panicipation
in,
any
secrrities
exchange
or
association or suspended or prohibited from dealing in securiliss by any reg1latory
authority;
(ix)
any
of
the assets
of
Lender or Borrower er the
assets
of
investcrs held by or to the
order
of Lender er Borrower being transferred or ordered to
be
transfened
to
a
tmstee (or
a person exercising similar functions) by
a
regulatolir authority pursuant
to any securities regulating legislation, or
(x)
Lender
orBorrower
falling
to
perform
any
other
of its
obligations
underthis
Agreement and not remedying such failure within 30 days after the Non
-
Defaulting
Pany serves written notice requiring
it
to remedy such failure.
Each Pany shall notify the other (in writing)
if
an
Event
of
Default or
an event which,
with
the passage
of
time and/or upon the serving
of
a
Mitten notice
;,5
referred to above,
would
be an Event
of Default, occurs in relation to it.
The
provisions
of
this
Agreemem
constimte
a
complete
statemelt
of
theremedies
available to each Pany in respect of any Event
of
Default.
Subject
to
paragraph
9.3
and
10,7,
neither
Party
may
claim
any
sum
by
way
of
consequential loss or damage in the event of failure by the other pany to perform any
of
its obli gations under this Agreement.
WTEREST ON OUTSTANDING PAYMENTS
In the event of either Party falling to remit
sums
in accordance with this Agreement such
Party hereby undenakes to pay to the other Paxty upon demand interest (before
as
well
as
after judgment) on the net balance due and outstanding, for the penod commencing on
and inclusive of the original due date for payment to (but excludin;;) the date of actual
payment,
in
thesame
cuzrency
as
the
principal
sumandat
the
rate
referred
to
in
paragraph
10.7.
Interest
will
accrue daily on
a
compound basis
anJ
will
be
calculated
according to the actual number of days elapsed.
TRANSACTIONS ENTERED INTO AS AGENT
Power
for Lender to enter into Loans
as
agent
Subject
tothe
following provisions of this
paragraph,
Lender may
(if
so
indicated
in
paragraph 6
of
the Schedule) enter into Loans
as
agent (in such ca)acity, the "Agent")
for
a
third
person
(a
"Pxincipal"),
whether
as
custodian
or
invsästment
manager
or
othem?ise
(a
Loan
so
entered
into being referred to
in this
paragraph
as
an
"Agency
Transaction").
Conditions for agency joan
A Lender may enter into an Agency Transaction if, but only if:
-
(i)
it
specities that Loan
as an Agency Transaction at the time whea
it
emers into it;
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(ii)
it
enters into that Loan on behalf of
a
single P1incipal whose
ide
ntity
is disclosed to
Borrowcr (whether by name er by reference to
a code er identmer which the Parties
have agreed
will
be used
lo refer to
a
specified Principal)
at the time when
it
enters
into the Loan or
as
otherwise agreed between the Parties; and
(iii)
it
has at the time when the Loan
is
entered into actual author ty to enter into
the
Loan and to perfonn
on
behalf of that Principal all of that Pr
ncipaJ's
obligations
under the agreement referred to in paragraph 16.4(ii).
16.3
Notilication by Lender of certainevents affecting the principal
Lender undenakes that,
if
it
enters as agent into an Agency Transaclion, forthwith upon
becoming aware:-
(i)
of
any event which constimtes
an
Act of
Insolvency
With respect to the relevant
Principal; or
(ii)
of
any breach
of
any
of
the warranties given in paragraph 16.f
or of
any event or
circumstancewhich
hasthe
result
that
any
such
wananty
would
be
untme
if
repeated by reference to the then current facts;
it will
inform Borrower of that fact and will,
if
so
required by Borrcwer, fumish it with
such additional infonnation
as
it
may reasonably request.
[6.4
Status of agency transaction
(i)
Each Agency Transaction shall be
a
transaction between the relevant Principal
and
Bonower
andno
person
other than the
relevant Prinzipal
and
Borrower
shall
be
a
pany
to
er
have
any
rights
er
obligations
under
an
Agency
Transaction.
Without
limiting
the
foregoing,
Lender
shall
not
be
liable
as
principal
for
the
perfonnance
of
an
Agency
Transaction,
butthis
is
without
prejudice to any liability of Lender under any other provision of this clause;
and
(ii)
all the provisions of the Agreement shall apply separately a; between Borrower
and each Principal for whom the Agent
has entered into an Agency transaction
or Agency Transactions
as
if
eachsuch
Principal
were
a
party
to
a
separate
agreement
with
Borrower in
all respects
identical
with
this
Agreement
other
than
this
paragraph
and
as
if
the
Principal
were
Lande;
in
respect
of
that
agreement;
PROVIDED THAT
if
there occurs in relation to the Agent an Event of Default er
ax
event which would
constitute an Event of Default
if
Borrower served written no;ice under any
sub-
clause
of
paragraph
l4, Borrower
shall be entitled by giving mitten notice to
the
Principal (which notice shall be validly given
if
given to Lendeö in accordance with
paragraph 21) to declare that by reason of that event
an Even!
of Default
is to
be
treated
as
occurring in relation to the P1incipal.
If
Bonower gives
such
a
notice
then an Eventof Default shall
be treated
as
occurring in relaticn to the Principal
at
the time when the notice is deemed to be given; and
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if
the Principal
is neither incorporated in nor
has cstablished
a
place
of
business in
Great Britain, the Pxincipal shall for the purposes of the agreement referred to in
paragraph
16.4(ii)
be deemed to have appointed
as
its agent to receive on its behalf
service
of
process in the couns of England
the
Agent, or
if
:he
Agent is neither
incorporated nor
hasestablished
a
place
of
business
in
Great
Britain, the person
appointed by the Agent for the purposes of this Agreement, or
Euch
other
person
as
the Principal may from time to time specify in
a
Mitten noti(e given to
the other
Pany.
The
foregoing
provisions
of this
paragraph
donotaffect
ne
operation
of
the
Agreement
as
between
Bonower and Lender in respect of
any
transactionsinto
which Lender may enter on its own account
as
principal.
16.5
Warranty of authority by Lender acting
as agent
Lender warrants to Bonower that it will, on every occasion on which it enters or purpons
to enter into
a
transaction
as an Agency Transaction, have been dur;' authoxised to enter
into that Loan and perform the obligations atising under such transaction on behalf of the
person whom
it
specifies
as
the Principal in respect of that transacticn and to perfonn on
behalf
of
that person all the obligations of that person under the agreement referred to in
paragraph
l6.4(ii).
I7.
TERMUNlATION OF THIS AGREEMENT
Each Pany shall have the right to tenninate this Agreement by giv ng not
less than
15
Business Days' notice in writing to the other Pany (which notice sha l specify the date of
tennination) subject to
an
obligation to ensure that all Loans which have been entered
into but not discharged
at the time such notice is given are duly discharged in accordance
with this Agreement.
18.
SUVGLE
AGREEMENT
Each Party aclmowledges that, and
has entered into this
Agreemenw
and
will
enter into
each Loan in consideration of and in reliance upon the fact that, all Loans constitute
a
single business and contractual relationship and are made in conside
-
ation
of
each other.
Accordingly, each Pany agrees:
(i)
to perfonn all of
its obligations in respect of
each Loan, and
:hat a default in the
perfonnance
of
any such obligations shall constitute
a
default by it in respect of all
Loans; and
(ii)
that payments, deliveries and other transfers made by either o?them in respect of
any
Loanshall
be
deemed
to
havebeenmade
in
conside1ation
of
payments,
delivexies and other transfers in respect
of
any other Loan.
19.
SEVERANCE
If
any
provision
of
this
Agreement
is
declared
by
any
judicial
er
other
competent
authority to be void or othemise unenforceable, that provision shall
be
severed from the
Agreement and the remaining provisions of this Agreement shall renain in full force and
effect.The
Agreement
shall,
however,
thereafter
be
amended
by
the
Parties
in
such
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20.
2l.
Zl,l
21.2
22.
reasonable manner so as to achieve
as
far
as
possible, without illegajity, the intention of
the Parties with respect to that severed provision.
SPECIFIC PERFORMANCE
Each
Pany
agrees
that
in
relation
to
legal
proceedings
it
will
not
seek
specitic
performance
of
the other Pany's obligation to deliver or redeliver Securities, Equivalent
Securities, Collateral or Equivalent Collateral but without prejudice ta any other rights it
may have.
NOTICES
Any notice er other communication in respect of this Agreement nay
be
given in any
manner set fonh below to the
address
or number or in accordance with the electronic
messaging
system details
set
out in
paragraph
4
ofthe Schedule
and
will
be
deemed
effective
as
indicated:
(i)
(ii)
(iii)
(iv)
IV)
if
in wxiting and delivered in person or by courier, on the date
it
is delivered;
if
sent by telex, on the date the recipienvs answerback is receive
1;
if
sent
by
facsimile
transmission,
onthedate
thattransmission
is
received
by
a
responsible
employee
of
the
recipient
in
legible
fom1
(it
be ng
agreed
thatthe
burden
of proving
receipt
will
be
on
the
senderand
Will
not
be
met
by
a
transmission repon generated by the sender's facsimile machine
>
;
if
sent by cenitied or registered mail (ainnail,
if
overseas) or the equivalent (retum
receipt requested), on the date that mail is delivered or its delivery is attempted; or
if
sent
by
electronic
messaging
system,
on
thedate
that
electronic
messageis
received,
unless the date
of that delivery (or attempted delivexy) or the receipt,
as
applicable, is not
a
Business
Day
or
thatcommunication
is
delivered
(or
attemptud)
or
received,
as
applicable,
after
the
Close
of
Businesson
a
Business
Day,
i*1
which
case
that
communication shall be deemed given and effective on the first following day that
is
a
Business Day.
Either party may by notice to the other change the address, telex er "acsimile number or
electronic messaging system details
at
which notices or other communicationsare to be
given to it.
ASSIGNMENT
Neither
Pany
may
charge
assign
or
transferall
or
any
of
its
ri ghts
or
obligations
hereunder without the pxior consent of the other Pany.
23.
NON
-
WAIVER
No
failure
or
delay
by
either
Pany
(whether
by
course
of
conducter
otherwise)
to
exercise
any
xight,
power or privilege hereunder shall operate
as
a
waiver thereof nor
shall any single er partial exercise
of
any right, power er privilege p'eclude any other or
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24.
24,1
24.2
24.3
24.4
25.
26.
27.
28.
28.1
28.2
further exercise thereof er the exercise of any other right, power or privilege
as
herein
provided.
GOVERNING LAW AND J URISDICTION
This Agreement is govemed by, and shall be construed in accordance
with, English law.
The couns of England have exclusive jurisdiction to near and decide
any suit, action or
proceedings, and to settle any disputes, which may
axise out
of or in
(
onnection with this
Agreement (respectively, "Proceedings" and "Disputes") and, for
these purposes, each
pany irrevocably submits to the jurisdiction of the couns of England.
Each
party
inevocably
waives
any
objection
which it might
at
any
time have to
the
couns
of
England being nominated
as
the forum to near and decide any Proceedings and
to
settle
any
Disputes
and
agrees
nottoclaim
thatthe
couns
of
England
are
not
a
convenient or appropriate forum.
Each
of PartyA
and
Pany
B
hereby
respectively
appoints
the
person
identified
in
paragraph 5
of
the Schedule pertaining to the relevant Pany
as
its agent to receive on its
behalf sewice of process in the couns
of
England.
If
such an agent
(eases
to be an agent
of Pany A or pany B,
as
the case may be, the relevant Party shall p10mptly appoint, and
notify
the other Pany
of
the identity of its new agent in England.
TIME
Time shall
be
of
the essence
of
the Agreement.
RECORDING
The Paxties agree that each may record all telephone conversations between them.
WAIVER OF IMMUNITY
Bach
Pany
hereby
waivesall
immunity
(whether
on
the
basis
of
sovereignty
or
othenwise) from jurisdiction, attachment (beth before and after judgement) and execution
to
which
it might otherwise be entitled
in
any
action
or proceeding
in the
couns
of
England or
of
any other country er jmisdiction relating in any way ta this Agreement and
agrees
that
it will
not raise, claim or
cause
to be pleaded any
suzh irmnunity at er in
respect
of
any such action er proceeding.
MISCELLANEOUS
This Agreement constitutes the entire agreement and understanding of the Parties with
respect to its subject matter and supersedes
all oral connnunication
and
prior writings
with respect thereto.
The
Pany
(the
"Relevant
Party")
who
has
prepared
thetext
(f this
Agreement
for
execution las indicated in paragraph
7
of
Ehe
Schedule) warrants and undenakes to the
other Pany that such text conforms exactly to the text
of
the standard fom1 Global Master
Securities Lending Agreement posted by the htemational Securitics Lenders Association
on its website on
7
May 2000 except
as
notified by the Relevant Fany to the other Party
in writing prior to the execution of this Agreement.
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28.3
No amendment in respect of this Agreement
will
be
effective unless
ill writing (including
a
writing evidenced by
a
facsirnile transmission) and executed by ea:h
of
the Parties or
conflmled by
an
exchange
of
telexes er electronic messages on an electronic messaging
system.
28.4
The obligations of the Panies under this Agreemem
will
survive the termination of any
Loan.
28.5
The warranties contained in paragraphs
12,
13,I6
and
28.2
will
survive tennination of
this
Agreement for
so
long
as
any
obligations
of
either of
the
Part es
pursuant to this
Agreement remain outstanding.
28.6
Except
as
provided
in
this
Agreement,
the
rights,
powers,
rememlies
and
privileges
provided
in
this
Agreement
are
cumulative
and
notexclusive
of
Jmy
rights,
powers,
remedies and privileges provided by law.
28.7
This Agreement (and each amendment in respect of it) may be execu ed and delivered in
counterpans
(including by
facsimile
transmission),
each
of which
will
be
deemedan
original.
28.8
A
person who is not
a
pany to this Agreement
has no
light under the Contracts (Rights
of
Third Parties) Act 1999 to enforce any terms 0f this Agreement, but this does not affect
m1y
right or remedy of
a
third pany which exists or
is available apan lrom that Act.
EXECUTED by
the
PARTIES
SIGNED BY
)
)
DULY AUTHORISED FOR AN D
)
(;,
""!
-
"'%
ON BEHALF OF
)
GOLDMAN SACHS INTERNATIONAL
)
Date
2 2
0
3
0
SIGNED BY
DULY AUTHORISED FOR AND
ON BEHALF OF
CREDIT SUISSE FIRSTBOSTON
)
)
)
)
)
/ß@
Franco Pola
Director
Lond0n
-
l/235570/09
24
Karsten Le Blanc
Managing Director
I07 13/NEW

l.
l.l
1.2
SCHEDULE
Collateral
The securities, financial instmments and deposits of currency
set out in the table below
with
a
cross
markednexttothem
are
acceptable
fom1s
of
Collateral
under
this
Agreement.
Unless
otherwise
agreed
betweenthe
Panies,
the
Market
Value
of
the
Collateral
delivered pursuam to paragraph
5
by Bonower to bender under the terms and conditions
of this Agreement shall on each Business Day represent not less than the Market Value
of
the Loaned Securities together with the percentage contained in 'he row of the table
below corresponding to die paxticular form of Collateral,
referred to in this Agreement
as the
"Margin".
Equities:
5
Fixed Income:
2
Margin
(%)
Equities:
5
Fixed Income:
2
Equities:
5
Fixed Income:
2
London
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107
1
3/NEW
Securitylfinancial
Mark "X" if
acceptable
Instrument/Deposit of
form of Collateral
Currency
British Government Stock
X
and other stock registered at
the Bank of England which is
transfereable through the
CGO to the Lender er its
Nominee against an Assured
Payment, Hereinbefore
referred to
as
CGO
Collateral
British Government stock
X
and Sterling Issues by
foreign governments
(transferable through the
CGO), in the form of an
enfaced transfer deed or
a
long term eollateral
certif1cate or ovemight
collateral chit issued by the
CGO accompanied (in each
case)
byan
executed
unenfaced transfer deed
Corporation and
X
Commonwealth Stock in the
form of registered stock er
allohnent letters duly
renounced

Equities:
5
Fixed Income: 2
Equities:
5
Fixed Income:
2
Equities: 5
Fixed Income: 2
Equities:
5
Fixed Income:
2
Equities:
5
Fixed Income:
2
Equities:
5
Fixed Income:
2
Equities:
5
F ixed Income: 2
Equities:
5
Fixed Income:
2
Equities:
5
Fixed Income: 2
Equities:
5
Fixed Income: 2
Equities:
5
Fixed Income:
2
1.3
Basis
of Margin Maintenance:
Subject to Clause 7.3 below, Paragraph 5.4 (aggregation) shall not a1:ply*
Ü
The assumption is that paragraph 5.4 (aggregation) applies unless the box is ticked.
1.4
Paragraph 5.6 (netting
of obligations to deliver Collateral and redelix er
Equivalent Collateral) shall not apply*
D
London-lI235570/09
26
I07I3INEW
UK Government Treasury
X
Bills
U.S. Government Treasury
X
Bills
Bankers' Acceptances
X
Sterling Certif1cates of
X
Deposit
Foreign Currency
X
Certificates of Deposit
Local Authority Bonds
X
Local Authority Bills
X
Letters of Credit
X
Bonds or Equities in
X
registrable fonn or allotment
letters duly renounced
Bonds or Equities in hearer
X
form
Cash Collateral
X

2.
3,
4.
(A)
(B)
(i)
(ii)
(iii)
5.
If
paragraph 5.4 applies, the assumption is that paragraph 5.6 (netting) applies unless the
box is tickcd.
Base
Currency
The Base Currency applicable to this Agreement is US Dollars.
Places
of
Business
(See
definition ofBusiness Day.)
Designated Office and Address
for
Notices
Designated office of Party A:
Address for notices or conlmunications to Party A:
Address: Goldman Sachs Intemational,
Peterborough Coun,
133 Fleet Street,
London EC4A 2BB
Attention:
GSS
Facsimile No: 020 7774 1777
Telephone No:
Designated offices of
PartyB:
Its
head
office
whoseaddress
is:
Credit
SuisseFirst
Boston,
Uatlibergstrasse
231,
P.O.BOX 900, CH-8070 Zurich, Switzerland;
its
London
branch,
whoseaddressis:
Credit
SuisseFirst
Boston,
One
Cabot
Square,
London E144QI, United Kingdom;
its
New
York branch,
whoseaddress
is:
ElevenMadison
Avenue,
New
York,
N.Y,
10010-3629. United States
of America.
(A)
Agent of Party A for Service of Process
Name: n/a
Address: nla
(B)
Agent of Party B
for
Service
of
Process
Credit Suisse First Boston, One Cabot Square,
London E14 4QI
,
United Kingdom
Agency
Paragraph 16 may apply to Pany
A*
CI
Ei
London
-
1/235570/09
2?
l07l3/NEW

Paragraph 16 may apply to Pany
B*
6.
Party Preparing this Agreement
Pany
A*D
Pany
B*
D
7.
Miscellaneous Provisions
7.1
Clause 22
15
hereby deleted in its entirety and replaced by the following:
"The rights
and
obligations
of
the
panies
under this Agreement and under any Transaction
shall
not
be
assigned, charged er otherwise dealt with by either
pmy without
the prior written consem of the
other party and any purpoited assiglment, charge er dealing absent such consent shall be null
and void except for
an
assignment by either Party (the "Assignor") of its lights
and obligations
hereunder
(in
whatever fonn the
Assignor detemlines
n1ay
be
approprizte)
to
a
pannership,
corporation, tmst or other organisation in whatever form that succeeds to Eli er substantially all
of
the Assignor's
assets
and business and that assumes such obligations by comract, operation
of law or otherwise; provided however that the creditwonhiness of the
S
1ccessor
Entity shall
not
be
materially weaker than the Assignor immediately p1ior to such assignment. Upon any
such
assignment
the
Assignor
shall
be
relieved
and
fully
discharged
'rom
all
obligations
hereunder whether such obligations arose before or after such assignment."
7.2
Where Party B is
a
company incorporated er organised under the laws
of
Switzerland or
a branch established or located in Switzerland of
a
company incorporated or organised outside
of
Switzerland;
(a)
the definition of "Act of Insolvency" (paragraph 2.1) is amended bj' insening in the end
a new sub-section
2
"for
the avoidance
of
doubt, with respect to Swiss law, the above
sub-sections
(1)-
(vi)
shall
be
constmed
so
as
toinclude
(without
limitation)
actsand
proceedings analogous to those mentioned in the relevant sub-section
:
(i) under
the Swiss Federal Statute on Debt Prosecution and Bankrup:cy of
ll
April
1889
las
amended)
and
the
penaining
ordinances
(Konkurserbmzung;
Nachlassverfahren;
Nachlassstundung;
Nachlassverlräge;
Notsrundung),
(ii)
the Swiss Federal Stamte on Banks and Savings Banks
of
8
November 1934
(as
amended)
and
the
pertainin g
ordinances
(Fällt
gkeitsa1 lfschub;
Stundun g;
besondere
Vorschriften
über
das
Konkurs-und
Nach assverfahren),
(iii)
bankmptcy and composition proceedings following the recognition
of
a
foreign
bankruptcy
or
a
foreign
compositionagreement
with
(reditors
or
similar
proceedin
gs
(Anerkennung
ausländischer
Konkursdelcete;
Anerkennun g
ausländischer
Nachlassvenräge
undähnlicher
Verfahren)
under
the
Swiss
Federal Statute on Private lntemational Law
of
18 Decembexr 1987 and
(iv)
any
substitute or supplementing legislation.
(b)
paragraph
2.1
"Act
of Insolvency"
(iv)
is
deleted
in
its
entirety
anc
replaced
with
the
following wording
:
London
-
1/235570/09
28
I07
l 3/NEW

"(iv)
the
presemation
or filing of
a
petition in respect of it (other
than
by the
other Pany to this Agreement in respecl of any obligation order this Agreement)
in any coun or before any agency alleging or for
the bankruptcy, winding
-up or
insolvency
of
such
Pany
(or
any
analogous
proceeding)
or
seekingany
reorganisation,
arrangement,
composition,
re-adjustme
1t,
administration,
liquidation, dissolution or similar reliefunder any present or "uture statute, law or
regulation, such petition not having been stayed or dismissed within 30 days of
its filing
(except in the
case
of
iii
a
petition for winding-tp or
any analogous
proceeding
or
(2)
the
opening
of
bankruptcy
[
"Konkurseröffnung"]
er
the
opening
of
composition
proceedings
[
"Eröffnung
eines
Dhchlassverfahrens"]
within
the meaning
of
the Swiss Federal Law on Debt Collec
zion
and Bankruptcy
er the Swiss Federal Banking Statute in respect of which no such 30 day period
shall apply);"
(c)
the first paragraph of Clause
10.2 is deleled in its entirety and replaced with the following
wording:
"Subject to Clause 9,
if
an
Event of Default occurs in relation to either Party,
the
Panies'
delivery and payment obligations (and any other obligations they
have under this Agreement) shall be accelerated
so
as
to 1equire performance
thereof at the time such Event of Default occurs (the date
of which shall
be the
'*Texmination Date" for the purposes of this clause) (provide d that in the case
of
an
Act of
Insolvency specifled in Clause2.1
"Act of Insoivency" (iv)
(2) the
TenninationDateshall
bedeemed
tooccur
as
of
the
time
immediately
preceding
the
opening
of
the
relevant
proceedings
[
"
(onkurseröffnung";
"Eröffnung
des Nachlassverfahrens"})
so that the perfonnance
of
such delivery
and payment obligations shall be effected only in accordance with the followin g
provisions:"
(d)
Clause l4.1(v) is deleted in its entirety and replaced with the following wording
"(D)
an
Act of hlsolvency occuning with respect to Lender er Borrower,
an
Act
of Insolvency which is (
1) the presentation
of
a
petition
f01
winding up or
any
analogous proceeding or the appointment of
a
liquidator er
ämalogous
ofticer of
the Defaulting Party or (2) the opening of bankruptcy ["Konkurseröffnung"]
or
the
opening
of
composition
proceedings
{"Eröffnung
emes
Nachlassverfahrens"]
with
respect
to the Defaulting Party
within the meaning
of
the
SwissFederal
Law on Debt Collection
and
Banknptcy
or theSwiss
Federal Banldng Statute not requiring the Non
-
Defaulting P;Lny to serve written
notice on the Defaulting Pany;
7.3
iii
The provisions of Clause 5.4 shall
be applied separately to each Designated Oftlce of
Pany B
("Relevant CSFB Pany"), and for
the
avoidance
of doubt, neither
party
shall, unless
otherwise agreed between the panies and always subject to paragraph
(iii)
bE
low. seek to reduce
the amount
of
margin due to be transferred to one Relevant CSFB Party by the amount
of
any
margin due to be transferred by another Relevant CSFB Pany;
London-l/235570/09
29
I07 13iN EW

(ii)
unless
otherwise
agreed,
the
provisions
of
Clause
5.4
shall
be
applied
separately
to
Fixed lncome products
and
to Equity producls,
and
for
the
avoidance
of
(üoubt,
neither party
shall unless otherwise agreed by the panies and always subject to paragraph
(iii)
below, seek to
reduce the amount of margin due lo be transfened under loans of
one
typüs
of
product by the
amount
of
any margin due to be transfened under loans
of
the other type; and
(iii)
For the avoidance of doubt, in the event that
an
Event
of Default
(ccurs
in relation to
any
Designated
Office,
allLoans
involving
all
Designated
Offices
of
Pauy
B
shall
be
aggregated and netted in accordance with Clause
10
ofthe Agreement.
7.4All
Loans entered into by Pany
A
and Party B prior to the date of th,s Agreement which
are outstanding at the date
of
the Agreement are hereby deemed to be entered into pursuant to this
Agreement and are govemed by its temüs.
London
-
1/235570/09
30
107
I3INEW
~

Execution Version

VERSION: JANUARY 2010

GLOBAL MASTER SECURITIES LENDING AGREEMENT

Execution Version
VERSION: JANUARY
2010
ISLA
INTFIZ N .\TI( )NA
I
SECURITIES
LENDING
ASSO(.1211
ION
GLOBAL MASTER SECURITIES LENDING AGREEMENT
FRESHFIELDS BRUCKHAUS DERINGER

Page 2
Execution Version

CONTENTS

CLAUSE PAGE
1. APPLICABILITY ......................................................................................................... 3
2. INTERPRETATION .......................................................................................................... 3
3. LOANS OF SECURITIES ............................................................................................ 9
4. DELIVERY ................................................................................................................... 9
5. COLLATERAL ........................................................................................................... 10
6. DISTRIBUTIONS AND CORPORATE ACTIONS ..................................................... 13
7. RATES APPLICABLE TO LOANED SECURITIES AND CASH
COLLATERAL ........................................................................................................... 15
8. DELIVERY OF EQUIVALENT SECURITIES ......................................................... 16
9. FAILURE TO DELIVER ............................................................................................ 17
10. EVENTS OF DEFAULT ............................................................................................. 18
11. CONSEQUENCES OF AN EVENT OF DEFAULT .................................................. 19
12. TAXES ........................................................................................................................ 23
13. LENDER’S WARRANTIES ....................................................................................... 25
14. BORROWER’S WARRANTIES ................................................................................ 25
15. INTEREST ON OUTSTANDING PAYMENTS ........................................................ 25
16. TERMINATION OF THIS AGREEMENT ................................................................ 26
17. SINGLE AGREEMENT.............................................................................................. 26
18. SEVERANCE .............................................................................................................. 26
19. SPECIFIC PERFORMANCE ...................................................................................... 26
20. NOTICES ......................................................................................................................... 26
21. ASSIGNMENT ................................................................................................................ 27
22. NON-WAIVER ........................................................................................................... 27
23. GOVERNING LAW AND JURISDICTION .............................................................. 27
24. TIME ........................................................................................................................... 28
25. RECORDING .............................................................................................................. 28
26. WAIVER OF IMMUNITY ......................................................................................... 28
27. MISCELLANEOUS ......................................................................................................... 28
SCHEDULE ............................................................................................................................. 31
ANNEX I AGENCY ANNEX ...................................................................................................... 47
ADDENDUM FOR POOLED PRINCIPAL AGENCY LOANS ............................................... 49
ANNEX II JURISDICTIONAL ANNEX.............................................................52
ANNEX III UK TAX ADDENDUM...........................................................................64
ANNEX IV US TAX ADDENDUM..................................................................67
ANNEX V MARKET TERMS.........................................................................72
Execution Version
CONTENTS
CLAUSE
PAGE
1.
APPLICABILITY
3
2.
INTERPRETATION
3
3.
LOANS OF SECURITIES
9
4.DELIVERY
9
5.
COLLATERAL
10
6.
DISTRIBUTIONS AND CORPORATE ACTIONS
13
7.
RATES APPLICABLE TO LOANED SECURITIES AND CASH
COLLATERAL
15
8.
DELIVERY
OF
EQUIVALENT SECURITIES
16
9.
FAILURE TO DELIVER
17
10.
EVENTS OF DEFAULT
18
11.
CONSEQUENCES OF AN EVENT OF DEFAULT
19
12.
TAXES
23
13.
LENDER'S WARRANTIES
25
14.
BORROWER'S WARRANTIES
25
15.
INTEREST ON OUTSTANDING PAYMENTS
25
16.
TERMINATION OF THIS AGREEMENT
26
17.
SINGLE AGREEMENT
26
18.
SEVERANCE
26
19.
SPECIFIC PERFORMANCE
26
20.
NOTICES
26
21.
ASSIGNMENT
27
22.
NON
-
WAIVER27
23.
GOVERNING LAW AND JURISDICTION
27
24.TIME
28
25.
RECORDING
28
26.
WAIVER
OF
IMMUNITY
28
27.
MISCELLANEOUS
28
SCHEDULE
31
ANNEX I AGENCY ANNEX
47
ADDENDUM FOR POOLED PRINCIPAL AGENCY LOANS
49
ANNEX II JURISDICTIONAL ANNEX
52
ANNEXIll
UK TAX ADDENDUM
64
ANNEX IV
US
TAX ADDENDUM
67
ANNEX V MARKET TERMS
72
Page 2

Page 3
Execution Version

AGREEMENT
BETWEEN:
JPMORGAN CHASE BANK N.A., acting as agent (Party A), chartered under U.S. Federal
law as a national banking association, acting through one or more Designated Offices; and

GOLDMAN SACHS INTERNATIONAL (Party B), a company incorporated under the laws
of England and Wales, acting through one or more Designated Offices.

1. APPLICABILITY

1.1 From time to time the Parties acting through one or more Designated Offices may
enter into transactions in which one party (Lender) will transfer to the other
(Borrower) securities and financial instruments (Securities) against the transfer of
Collateral (as defined in paragraph 2) with a simultaneous agreement by Borrower to
transfer to Lender Securities equivalent to such Securities on a fixed date or on
demand against the transfer to Borrower by Lender of assets equivalent to such
Collateral.

1.2 Each such transaction shall be referred to in this Agreement as a Loan and shall be
governed by the terms of this Agreement, including the supplemental terms and
conditions contained in the Schedule and any Addenda or Annexes attached hereto,
unless otherwise agreed in writing. In the event of any inconsistency between the
provisions of an Addendum or Annex and this Agreement, the provisions of such
Addendum or Annex shall prevail unless the Parties otherwise agree.

1.3 Either Party may perform its obligations under this Agreement either directly or
through a Nominee.

2. INTERPRETATION

2.1 In this Agreement:

Act of Insolvency means in relation to either Party:

(a) its making a general assignment for the benefit of, or entering into a
reorganisation, arrangement, or composition with creditors; or

(b) its stating in writing that it is unable to pay its debts as they become due; or

(c) its seeking, consenting to or acquiescing in the appointment of any trustee,
administrator, receiver or liquidator or analogous officer of it or any material
part of its property; or

(d) the presentation or filing of a petition in respect of it (other than by the other
Party to this Agreement in respect of any obligation under this Agreement) in
any court or before any agency alleging or for the bankruptcy, winding-up or
insolvency of such Party (or any analogous proceeding) or seeking any
reorganisation, arrangement, composition, re-adjustment, administration,
liquidation, dissolution or similar relief under any present or future statute,
law or regulation, such petition not having been stayed or dismissed within
30 days of its filing (except in the case of a petition for winding-up or any
25 November 2020
Execution Version
AGREEMENT
BETWEEN''
25 November 2020
JPMORGAN CHASE BANK N.A.,
acting
as
agent (Party A), chartered under U.S. Federal
law
as a
national banking association, acting through one or more Designated Offices; and
GOLDMAN SACHS INTERNATIONAL (Party B),
a
company incorporated under the laws
of
England and Wales,
acting through one or more Designated Offices.
1.
APPLICABILITY
1.1
From time to time
theParties
acting through one or more
Designated
Offices may
enter
intotransactions
in
which
one
party
(Lender)will
transferto
the
other
(Borrower)
securities
and
financialinstruments
(Securities)
against
the
transfer
of
Collateral (as defined in paragraph 2) with
a
simultaneous agreement by Borrower to
transfer
to
Lender
Securities
equivalent
tosuch
Securities
on
a
fixed
date
or
on
demand
against
the
transfer
to
Borrower
by
Lender
of
assets
equivalent
tosuch
Collateral.
1.2
Each such transaction shall be referred to in this Agreement
as
a
Loan
and
shall be
governed
by
theterms
of
this
Agreement,
including
the
supplemental
terms
and
conditions
contained in the Schedule
and
any Addenda or Annexes attached hereto,
unless
otherwise
agreed
in writing. In
the
event
of
any
inconsistency
between
the
provisions
of
an
Addendum or Annex
and
this
Agreement,
the
provisions
of
such
Addendum or Annex shall prevail unless the Parties otherwise agree.
1.3Either
Party
may
perform
its
obligations
underthis
Agreement
either
directly
or
through
a
Nominee.
2.
INTERPRETATION
2.1
In this Agreement:
Act
of
Insolvency means in relation to either Party:
(a)
its
making
a
general
assignment
for
the
benefit
of,
or
entering
into
a
reorganisation, arrangement, or composition with creditors; or
(b)
its stating in writing that it
is unable to pay its debts
as
they become due; or
(c)
its
seeking,
consenting to or acquiescing in the appointment
of
any trustee,
administrator, receiver or liquidator or analogous officer of it or any material
part
of
its property; or
(d)
the presentation or filing
of
a
petition in respect
of it (other than by the other
Party to this Agreement in respect
of
any obligation under this Agreement) in
any court or before any agency alleging or for the bankruptcy, winding
-up or
insolvency
of
such
Party
(or
any
analogous
proceeding)
or
seeking
any
reorganisation,
arrangement,
composition,
re-adjustment,
administration,
liquidation,
dissolution
or similar relief under any
present
orfuture
statute,
law or regulation,
such petition not having been stayed or dismissed within
30 days
of
its
filing
(except in the
case
of
a
petition for winding
-up or any
Page
3

Page 4
Execution Version

analogous proceeding in respect of which no such 30 day period shall apply);
or

(e) the appointment of a receiver, administrator, liquidator or trustee or
analogous officer of such Party over all or any material part of such Party’s
property; or

(f) the convening of any meeting of its creditors for the purpose of considering a
voluntary arrangement as referred to in Section 3 of the Insolvency Act 1986
(or any analogous proceeding);

Agency Annex means the Annex to this Agreement published by the International
Securities Lending Association and providing for Lender to act as agent for a third
party in respect of one or more Loans;

Alternative Collateral means Collateral having a Market Value equal to the Collateral
delivered pursuant to paragraph 5 and provided by way of substitution in accordance
with the provisions of paragraph 5.3;

Applicable Law means the laws, rules and regulations (including double taxation
conventions) of any relevant jurisdiction, including published practice of any
government or other taxing authority in connection with such laws, rules and
regulations;

Automatic Early Termination has the meaning given in paragraph 10.1(d);
Base Currency means the currency indicated in paragraph 2 of the Schedule;
Business Day means:
(a) in relation to Delivery in respect of any Loan, a day other than a Saturday or
a Sunday on which banks and securities markets are open for business
generally in the place(s) where the relevant Securities, Equivalent Securities,
Collateral or Equivalent Collateral are to be delivered;

(b) in relation to any payments under this Agreement, a day other than a Saturday
or a Sunday on which banks are open for business generally in the principal
financial centre of the country of which the currency in which the payment is
denominated is the official currency and, if different, in the place where any
account designated by the Parties for the making or receipt of the payment is
situated (or, in the case of a payment in euro, a day on which TARGET
operates);

(c) in relation to a notice or other communication served under this Agreement,
any day other than a Saturday or a Sunday on which banks are open for
business generally in the place designated for delivery in accordance with
paragraph 3 of the Schedule; and

(d) in any other case, a day other than a Saturday or a Sunday on which banks are
open for business generally in each place stated in paragraph 6 of the
Schedule;

Buy-In means any arrangement under which, in the event of a seller or transferor
failing to deliver securities to the buyer or transferee, the buyer or transferee of such
Execution Version
analogous proceeding in respect
of
which no such 30 day period shall apply);
Or
(e)
the
appointment
of
a
receiver,
administrator,
liquidator
or
trustee
or
analogous officer
of
such Party over all or any material part
of
such Party's
property; or
the convening
of
any meeting
of
its creditors for the purpose
of
considering
a
voluntary arrangement
as
referred to in Section
3
of
the Insolvency Act
1986
(or any analogous proceeding);
Agency Annex
meansthe
Annex to this
Agreement published by the
International
Securities
Lending Association and providing for Lender to act
as
agent
for
a
third
party in respect
of
one or more Loans;
Alternative Collateral
means Collateral having
a
Market Value equal to the Collateral
delivered pursuant to paragraph
5
and provided by way
of
substitution in accordance
with
the provisions
of
paragraph 5.3;
Applicable Law
meansthe
laws,
rulesand
regulations
(including
doubletaxation
conventions)
of
any
relevant
jurisdiction,
including
published
practice
of
any
government
orother
taxingauthority
in
connection
with
such
laws,
rulesand
regulations;
Automatic Early Termination
has the meaning given in paragraph 10.1(d);
Base Currency means the currency indicated in paragraph 2
of
the Schedule;
Business Day means:
(a)
in relation to Delivery in respect
of
any Loan,
a day other than
a Saturday or
a
Sunday
on
which
banksandsecurities
markets
are
open
for
business
generally in the place(s) where the relevant Securities, Equivalent Securities,
Collateral or Equivalent Collateral
are to be delivered;
(b)
in relation to any payments under this Agreement,
a
day other than
a Saturday
or
a
Sunday on which banks
are
open for business generally in the principal
financial centre
of
the country
of which the currency in which the payment is
denominated is the official currency and,
if
different, in
the place where any
account designated by the Parties for the making or receipt
of
the payment is
situated
(or,
in
the
case
of
a
payment
in euro,
a
day
on
which
TARGET
operates);
(e)in relation to
a
notice or other communication served under this Agreement,
any
day
other
than
a
Saturday
or
a
Sunday
on
which banks
are
open
for
business
generallyin the place
designated
for delivery in
accordance
with
paragraph
3
of
the Schedule; and
(d)
in any other
case, a day other than
a
Saturday ora Sunday on which banks are
open
for
business
generally
in
each
place
stated
in
paragraph
6
of
the
Schedule;
Buy-In
means
any
arrangement under which,
in the event
of
a
selleror transferor
failing to deliver securities to the buyer or transferee, the buyer or transferee
of
such
Page 4

Page 5
Execution Version

securities is entitled under the terms of such arrangement to buy or otherwise acquire
securities equivalent to such securities and to recover the cost of so doing from the
seller or transferor;

Cash Collateral means Collateral taking the form of a transfer of currency;

Close of Business means the time at which the relevant banks, securities settlement
systems or depositaries close in the business centre in which payment is to be made or
Securities or Collateral is to be delivered;

Collateral means such securities or financial instruments or transfers of currency as
are referred to in the table set out under paragraph 1 of the Schedule as being acceptable
or any combination thereof as agreed between the Parties in relation to any particular
Loan and which are delivered by Borrower to Lender in accordance with this
Agreement and shall include Alternative Collateral;

Defaulting Party has the meaning given in paragraph 10;

Delivery in relation to any Securities or Collateral or Equivalent Securities or
Equivalent Collateral comprising Securities means:

(a) in the case of Securities held by a Nominee or within a clearing or settlement
system, the crediting of such Securities to an account of the Borrower or
Lender, as the case may be, or as it shall direct, or,

(b) in the case of Securities otherwise held, the delivery to Borrower or Lender,
as the case may be, or as the transferee shall direct of the relevant instruments
of transfer, or

(c) by such other means as may be agreed,
and deliver shall be construed accordingly;
Designated Office means the branch or office of a Party which is specified as such in
paragraph 6 of the Schedule or such other branch or office as may be agreed to in
writing by the Parties;

Equivalent or equivalent to in relation to any Loaned Securities or Collateral (whether
Cash Collateral or Non-Cash Collateral) provided under this Agreement means
Securities or other property, of an identical type, nominal value, description and
amount to particular Loaned Securities or Collateral (as the case may be) so
provided. If and to the extent that such Loaned Securities or Collateral (as the case
may be) consists of Securities that are partly paid or have been converted, subdivided,
consolidated, made the subject of a takeover, rights of pre-emption, rights to receive
securities or a certificate which may at a future date be exchanged for Securities, the
expression shall include such Securities or other assets to which Lender or Borrower
(as the case may be) is entitled following the occurrence of the relevant event, and, if
appropriate, the giving of the relevant notice in accordance with paragraph 6.7 and
provided that Lender or Borrower (as the case may be) has paid to the other Party all
and any sums due in respect thereof. In the event that such Loaned Securities or
Collateral (as the case may be) have been redeemed, are partly paid, are the subject of
a capitalisation issue or are subject to an event similar to any of the foregoing events
described in this paragraph, the expression shall have the following meanings:
Execution Version
securities is entitled under the terms
of
such arrangement to buy or otherwise acquire
securities
equivalent to such securities
and to recover the cost
of
so
doing from
the
seller or transferor;
Cash Collateral means Collateral taking the form
of
a
transfer
of
currency;
Close
of
Business means the time at which the relevant banks, securities settlement
systems or depositaries close in the business centre in which payment is to be made or
Securities or Collateral is to be delivered;
Collateral means such securities or financial instruments or transfers of currency
as
are referred to in the table set out under paragraph
1
of
the Schedule
as
being acceptable
or any combination thereof
as agreed between the Parties in relation to any
particular
Loan
and
which
are
delivered
by
Borrower
to
Lender
in
accordance
with
this
Agreement and shall include Alternative Collateral;
Defaulting Party
has the meaning given in paragraph
10;
Delivery
in
relation
to
any
Securitiesor
Collateral
or
Equivalent
Securitiesor
Equivalent Collateral comprising Securities means:
(a)
in the
case
of
Securities held by
a
Nominee or within
a
clearing or settlement
system,
the
crediting
of
such
Securities
to
an
account
of
the
Borrower or
Lender,
as the case may be, or
as
it
shall direct, or,
(b)
in the
case
of
Securities otherwise held, the delivery to Borrower or Lender,
as
the case may be, or
as
the transferee shall direct
of
the relevant instruments
of
transfer, or
(c)
by such other means
as
may be agreed,
and deliver shall be construed accordingly;
Designated Office means the branch or office
of
a
Party which is specified
as such in
paragraph 6
of
the
Schedule
or such other branch or office
as
may be agreed to in
writing by the Parties;
Equivalent or equivalent to in relation to any Loaned Securities or Collateral (whether
Cash
Collateral
orNon-Cash
Collateral)
provided
underthis
Agreement
means
Securities
orother
property,
of
an
identical
type,
nominal
value,
description
and
amountto
particular
Loaned
Securities
or
Collateral
(as
thecase
may
be)
so
provided.
If
and to the extent that such Loaned Securities or Collateral
(as
the
case
may be) consists
of
Securities that are partly paid or have been converted, subdivided,
consolidated, made the subject
of
a
takeover, rights
of
pre-emption, rights to receive
securities or
a
certificate which may at
a
friture date be exchanged for Securities, the
expression shall include such Securities or other
assets
to which Lender or Borrower
(as the case may be) is entitled following the occurrence
of
the relevant event, and,
if
appropriate,
the
giving of
the
relevant notice in accordance with paragraph 6.7 and
provided that Lender or Borrower
(as the case may be) has paid to the other Party all
and
any
sumsdue
in respect
thereof In
theevent
that
such
Loaned
Securities
or
Collateral
(as the case may be) have been redeemed, are partly paid, are the subject
of
a
capitalisation issue or
are subject to an event similar to any
of
the foregoing events
described in this paragraph, the expression shall have the following meanings:
Page
5

Page 6
Execution Version

(a) in the case of redemption, a sum of money equivalent to the proceeds of the
redemption;

(b) in the case of a call on partly-paid Securities, Securities equivalent to the
relevant Loaned Securities or Collateral, as the case may be, provided that
Lender shall have paid Borrower, in respect of Loaned Securities, and
Borrower shall have paid to Lender, in respect of Collateral, an amount of
money equal to the sum due in respect of the call;

(c) in the case of a capitalisation issue, Securities equivalent to the relevant
Loaned Securities or Collateral, as the case may be, together with the
securities allotted by way of bonus thereon;

(d) in the case of any event similar to any of the foregoing events described in
this paragraph, Securities equivalent to the Loaned Securities or the relevant
Collateral, as the case may be, together with or replaced by a sum of money
or Securities or other property equivalent to that received in respect of such
Loaned Securities or Collateral, as the case may be, resulting from such
event;

Income means any interest, dividends or other distributions of any kind whatsoever
with respect to any Securities or Collateral;

Income Record Date, with respect to any Securities or Collateral, means the date by
reference to which holders of such Securities or Collateral are identified as being
entitled to payment of Income;

Letter of Credit means an irrevocable, non-negotiable letter of credit in a form, and
from a bank, acceptable to Lender;

Loaned Securities means Securities which are the subject of an outstanding Loan;

Margin has the meaning specified in paragraph 1 of the Schedule with reference to
the table set out therein;

Market Value means:

(a) in relation to the valuation of Securities, Equivalent Securities, Collateral or
Equivalent Collateral (other than Cash Collateral or a Letter of Credit):

(i) such price as is equal to the market quotation for the mid price of
such Securities, Equivalent Securities, Collateral and/or Equivalent
Collateral as derived from a reputable pricing information service
reasonably chosen in good faith by Lender; or

(ii) if unavailable the market value thereof as derived from the mid price
or rate bid by a reputable dealer for the relevant instrument
reasonably chosen in good faith by Lender,

in each case at Close of Business on the previous Business Day, or as specified
in the Schedule, unless agreed otherwise or, at the option of either Party
where in its reasonable opinion there has been an exceptional movement
in the price of the asset in question since such time, the latest available
price, plus (in each case):
Execution Version
(a)
in the
case
of
redemption,
a
sum
of
money equivalent to the proceeds
of
the
redemption;
(b)
in
the
case
of
a
callon
partly
-
paid
Securities,
Securities
equivalent
tothe
relevantLoaned
Securities
or Collateral,
as
thecase
may be,
provided that
Lendershall
have
paid
Borrower,
in
respect
of
Loaned
Securities,
and
Borrower shall have paid to
Lender,
in
respect
of
Collateral,
an
amount
of
money equal to the sum due in respect
of
the call;
(c)
in
the
case
of
a
capitalisation
issue,
Securities
equivalent
to
the
relevant
LoanedSecuritiesor
Collateral,
as
the
case
may
be,
together
with
the
securities allotted by way
of
bonus thereon;
(d)
in the
case
of
any event similar to any of
the
foregoing events
described in
this paragraph,
Securities equivalent to the Loaned Securities or the relevant
Collateral,
as
the
case may be, together with or replaced by
a
sum
of
money
or Securities or other property equivalent to that received in respect of such
LoanedSecuritiesor
Collateral,
as
the
case
may
be,
resulting
from
such
event;
Income
means
any interest, dividends
or other distributions of any kind whatsoever
with
respect to any Securities or Collateral;
Income Record Date, with respect to any Securities or Collateral, means the
date
by
referenceto
which holders
of
such
Securitiesor
Collateral
are
identified
as
being
entitled to payment
of
Income;
Letter
of
Credit means an irrevocable, non
-negotiable letter
of
credit in
a
form, and
from
a
bank, acceptable to Lender;
Loaned Securities means Securities which are the subject
of
an outstanding Loan;
Margin
hasthe
meaning specified in paragraph
1
of
the
Schedule with reference to
the table set out therein;
Market Value
means:
(a)
in relation to the valuation of Securities, Equivalent Securities, Collateral or
Equivalent Collateral (other than Cash Collateral or
a
Letter
of
Credit):
(i)
such price
as
is
equal
tothe
market
quotation
for
the
mid price
of
such
Securities,
Equivalent
Securities,
Collateraland/or
Equivalent
Collateral
as
derivedfrom
a
reputable
pricing
information
service
reasonably chosen in good faith by Lender; or
(ii)
if
unavailable the market value thereof
as
derived from the mid price
or
rate
bid
by
a
reputable
dealer
for
the
relevantinstrument
reasonably chosen in good faith by Lender,
in each case at Close
of
Business on the previous Business Day, or
as
specified
in
the
Schedule,
unless
agreed
otherwise
or,
at
the
option
of
either
Party
where
in
its
reasonable
opinion
therehasbeen
an
exceptional
movement
in
the
price
of
theasset
in
question
sincesuch
time,
thelatest
available
price, plus (in each case):
Page 6

Page 7
Execution Version

(iii) the aggregate amount of Income which has accrued but not yet been
paid in respect of the Securities, Equivalent Securities, Collateral or
Equivalent Collateral concerned to the extent not included in such
price,

provided that the price of Securities, Equivalent Securities, Collateral or
Equivalent Collateral that are suspended or that cannot legally be transferred
or that are transferred or required to be transferred to a government, trustee or
third party (whether by reason of nationalisation, expropriation or otherwise)
shall for all purposes be a commercially reasonable price agreed between the
Parties, or absent agreement, be a price provided by a third party dealer
agreed between the Parties, or if the Parties do not agree a third party dealer
then a price based on quotations provided by the Reference Dealers. If more
than three quotations are provided, the Market Value will be the arithmetic
mean of the prices, without regard to the quotations having the highest and
lowest prices. If three quotations are provided, the Market Value will be the
quotation remaining after disregarding the highest and lowest quotations. For
this purpose, if more than one quotation has the same highest or lowest price,
then one of such quotations shall be disregarded. If fewer than three quotations
are provided, the Market Value of the relevant Securities, Equivalent
Securities, Collateral or Equivalent Collateral shall be determined by the Party
making the determination of Market Value acting reasonably;

(b) in relation to a Letter of Credit the face or stated amount of such Letter of
Credit; and

(c) in relation to Cash Collateral the amount of the currency concerned;

Nominee means a nominee or agent appointed by either Party to accept delivery of,
hold or deliver Securities, Equivalent Securities, Collateral and/or Equivalent
Collateral or to receive or make payments on its behalf;

Non-Cash Collateral means Collateral other than Cash Collateral;

Non-Defaulting Party has the meaning given in paragraph 10;

Notification Time means the time specified in paragraph 1.5 of the Schedule;
Parties means Lender and Borrower and Party shall be construed accordingly;
Posted Collateral has the meaning given in paragraph 5.4;
Reference Dealers means, in relation to any Securities, Equivalent Securities,
Collateral or Equivalent Collateral, four leading dealers in the relevant securities
selected by the Party making the determination of Market Value in good faith;

Required Collateral Value has the meaning given in paragraph 5.4;

Sales Tax means value added tax and any other Tax of a similar nature (including,
without limitation, any sales tax of any relevant jurisdiction);

Settlement Date means the date upon which Securities are due to be transferred to
Borrower in accordance with this Agreement;
Execution Version
(iii)
the aggregate amount
of
Income which
has
accrued but not yet been
paid in respect
of
the
Securities,
Equivalent Securities,
Collateral or
Equivalent
Collateral
concernedtotheextent
not included
in
such
price,
provided
that
the
price
of
Securities,
Equivalent
Securities,
Collateral
or
Equivalent Collateral that
are
suspended or that cannot legally be transferred
or that
are transferred or required to be transferred to
a
government, trustee or
third party (whether by reason of nationalisation, expropriation or otherwise)
shall for all
purposes be a commercially reasonable price agreed between the
Parties,
or
absent
agreement,
be
a
price
provided
by
a
third
party
dealer
agreed between the Parties, or
if
theParties
do not agree
a
third party dealer
then
a
price based on quotations provided by the Reference Dealers.
If
more
than three
quotations are provided,
the
Market Value
will
bethe
arithmetic
mean
of
the
prices, without regard to the quotations having the highest and
lowest prices.
If
three quotations are provided, the Market Value
will
be the
quotation remaining after disregarding the highest and lowest quotations. For
this purpose,
if
more than one quotation has the same highest or lowest price,
then one
of
such quotations shall be disregarded.
If
fewer than three quotations
are
provided,
the
MarketValue
of
the
relevant
Securities,
Equivalent
Securities, Collateral or Equivalent Collateral shall be determined
by the Party
making the determination
of
Market Value acting reasonably;
(b)
in relation to
a
Letter
of
Credit the face or stated amount
of
such Letter
of
Credit; and
(c)
in relation to Cash Collateral the amount
of
the currency concerned;
Nominee means
a
nominee or agent appointed by either Party to accept delivery of,
holdordeliver
Securities,
Equivalent
Securities,
Collateraland/or
Equivalent
Collateral or to receive or make payments on its behalf;
Non-
Cash Collateral means Collateral other than Cash Collateral;
Non-Defaulting Party
has the meaning given in paragraph 10;
Notification Time
means the time specified in paragraph
1.5
of
the Schedule;
Parties means Lender and Borrower and Party shall be construed accordingly;
Posted Collateral
has the meaning given in paragraph 5.4;
Reference
Dealers
means,
in
relation
to
any
Securities,
Equivalent
Securities,
Collateral
or
Equivalent
Collateral,
four
leading
dealers
in
the
relevantsecurities
selected by the Party making the determination
of
Market Value in good faith;
Required Collateral Value
has the meaning given in paragraph 5.4;
Sales
Tax means value added tax and any other Tax
of
a
similar nature (Including,
without limitation, any
sales
tax
of
any relevant jurisdiction);
Settlement Date means the date upon which Securities
aredue
to be transferred to
Borrower in accordance with this Agreement;
Page 7

Page 8
Execution Version

Stamp Tax means any stamp, transfer, registration, documentation or similar Tax;
and

Tax means any present or future tax, levy, impost, duty, charge, assessment or fee of
any nature (including interest, penalties and additions thereto) imposed by any
government or other taxing authority in respect of any transaction effected pursuant
to or contemplated by, or any payment under or in respect of, this Agreement.

2.2 Headings

All headings appear for convenience only and shall not affect the interpretation of this
Agreement.

2.3 Market terminology

Notwithstanding the use of expressions such as “borrow”, “lend”, “Collateral”,
“Margin” etc. which are used to reflect terminology used in the market for
transactions of the kind provided for in this Agreement, title to Securities “borrowed”
or “lent” and “Collateral” provided in accordance with this Agreement shall pass
from one Party to another as provided for in this Agreement, the Party obtaining such
title being obliged to deliver Equivalent Securities or Equivalent Collateral as the
case may be.

2.4 Currency conversions

Subject to paragraph 11, for the purposes of determining any prices, sums or values
(including Market Value and Required Collateral Value) prices, sums or values stated
in currencies other than the Base Currency shall be converted into the Base Currency
at the latest available spot rate of exchange quoted by a bank selected by Lender (or if
an Event of Default has occurred in relation to Lender, by Borrower) in the London
inter-bank market for the purchase of the Base Currency with the currency concerned
on the day on which the calculation is to be made or, if that day is not a Business
Day, the spot rate of exchange quoted at Close of Business on the immediately
preceding Business Day on which such a quotation was available.

2.5 The Parties confirm that introduction of and/or substitution (in place of an existing
currency) of a new currency as the lawful currency of a country shall not have the
effect of altering, or discharging, or excusing performance under, any term of the
Agreement or any Loan thereunder, nor give a Party the right unilaterally to alter or
terminate the Agreement or any Loan thereunder. Securities will for the purposes of
this Agreement be regarded as equivalent to other securities notwithstanding that as a
result of such introduction and/or substitution those securities have been
redenominated into the new currency or the nominal value of the securities has
changed in connection with such redenomination.

2.6 Modifications etc. to legislation

Any reference in this Agreement to an act, regulation or other legislation shall include
a reference to any statutory modification or re-enactment thereof for the time being in
force.
Execution Version
Stamp
Tax means
any
stamp,
transfer,
registration,
documentation
or similar Tax;
and
Tax means any present or future tax, levy, impost, duty, charge, assessment or fee
of
any
nature
(including
interest,
penalties
and
additions
thereto)
imposed
by
any
government or other taxing authority in respect of any transaction effected pursuant
to or contemplated by, or any payment under or in respect of, this Agreement.
2.2
Headings
All
headings appear for convenience only and shall not affect the interpretation
of
this
Agreement.
2.3
Market terminology
Notwithstanding
theuse
of
expressions
such
as
"borrow",
"lend",
"Collateral",
"Margin"
etc.
which
areused
toreflect
terminology
used
in
the
market
for
transactions
of
the kind provided for in this Agreement, title to Securities "borrowed"
or
"lent"
and
"Collateral" provided
in
accordance
with
this
Agreement
shall
pass
from
one Party to another
as
provided for in this Agreement, the Party obtaining such
title
being
obliged
to
deliver Equivalent
Securities
or Equivalent
Collateral
as
the
case may be.
2.4
Currency conversions
Subject to paragraph
11,
for
the purposes
of
determining any prices, sums or values
(including Market Value and Required Collateral Value) prices, sums or values stated
in currencies other than the Base Currency shall be converted into the Base Currency
at the latest available spot rate
of
exchange quoted by
a
bank selected by Lender (or
if
an Event
of
Default
has
occurred in relation to Lender, by Borrower) in the London
inter
-bank market for the purchase
of
the Base Currency with the currency concerned
on the
day on which the calculation
is
to be made
or,
if
that
day is not
a
Business
Day,
the
spot
rate
of
exchange
quoted
at
Close
of
Businessonthe
immediately
preceding Business Day on which such
a
quotation was available.
2.5
The Parties
confirm that introduction of and/or substitution (in place of
an
existing
currency)
of
a
new currency
as
the
lawful currency
of
a
country
shall not have the
effect
of
altering,
or discharging,or excusing performance
under,
any
term
of
the
Agreement or any Loan thereunder, nor give
a
Party the right unilaterally to alter or
terminate the Agreement or any Loan thereunder.
Securities
will for
the purposes
of
this Agreement be regarded
as
equivalent to other securities notwithstanding that
as a
result
of
such
introduction
and/or
substitution
those
securities
havebeen
redenominatedinto
the
new
currency
or
the
nominalvalue
of
the
securities
has
changed in connection with such redenomination.
2.6
Modifications
etc. to legislation
Any reference in this Agreement to an act, regulation or other legislation shall include
a
reference to any statutory modification or re-enactment thereof for the time being in
force.
Page 8

Page 9
Execution Version

3. LOANS OF SECURITIES

Lender will lend Securities to Borrower, and Borrower will borrow Securities from
Lender in accordance with the terms and conditions of this Agreement. The terms of
each Loan shall be agreed prior to the commencement of the relevant Loan either
orally or in writing (including any agreed form of electronic communication) and
confirmed in such form and on such basis as shall be agreed between the Parties.
Unless otherwise agreed, any confirmation produced by a Party shall not supersede or
prevail over the prior oral, written or electronic communication (as the case may be).

4. DELIVERY

4.1 Delivery of Securities on commencement of Loan

Lender shall procure the Delivery of Securities to Borrower or deliver such Securities
in accordance with this Agreement and the terms of the relevant Loan.

4.2 Requirements to effect Delivery

The Parties shall execute and deliver all necessary documents and give all necessary
instructions to procure that all right, title and interest in:

(a) any Securities borrowed pursuant to paragraph 3;

(b) any Equivalent Securities delivered pursuant to paragraph 8;

(c) any Collateral delivered pursuant to paragraph 5;

(d) any Equivalent Collateral delivered pursuant to paragraphs 5 or 8;

shall pass from one Party to the other subject to the terms and conditions set out in
this Agreement, on delivery of the same in accordance with this Agreement with full
title guarantee, free from all liens, charges and encumbrances. In the case of Securities,
Collateral, Equivalent Securities or Equivalent Collateral title to which is registered
in a computer-based system which provides for the recording and transfer of title to
the same by way of book entries, delivery and transfer of title shall take place in
accordance with the rules and procedures of such system as in force from time to
time. The Party acquiring such right, title and interest shall have no obligation to
return or deliver any of the assets so acquired but, in so far as any Securities are
borrowed by or any Collateral is delivered to such Party, such Party shall be obliged,
subject to the terms of this Agreement, to deliver Equivalent Securities or Equivalent
Collateral as appropriate.

4.3 Deliveries to be simultaneous unless otherwise agreed

Where under the terms of this Agreement a Party is not obliged to make a Delivery
unless simultaneously a Delivery is made to it, subject to and without prejudice to its
rights under paragraph 8.6, such Party may from time to time in accordance with
market practice and in recognition of the practical difficulties in arranging
simultaneous delivery of Securities, Collateral and cash transfers, waive its right
under this Agreement in respect of simultaneous delivery and/or payment provided
that no such waiver (whether by course of conduct or otherwise) in respect of one
transaction shall bind it in respect of any other transaction.
Execution Version
3.
LOANS OF SECURITIES
Lender
will
lend
Securities to
Borrower, and Borrower
will
borrow Securities from
Lender in accordance with the terms and conditions
of
this Agreement.
The terms
of
each
Loanshall
be
agreed
prior to
the
commencement
of
the
relevantLoaneither
orally
or
in writing (including
any
agreed
form
of
electronic
communication)
and
confirmed
in
such
form and on such
basis
as
shall be
agreed
betweentheParties.
Unless otherwise agreed, any confirmation produced by
a
Party shall not supersede or
prevail over the prior oral, written or electronic communication
(as the case may be).
4.DELIVERY
4.1
Delivery of Securities on commencement of Loan
Lender shall procure the Delivery
of
Securities to Borrower or deliver such Securities
in accordance with this Agreement and the terms
of
the relevant Loan.
4.2
Requirements to effect Delivery
The Parties shall execute and deliver all necessary documents and give all necessary
instructions to procure that all right, title and interest in:
(a)
any Securities borrowed pursuant to paragraph 3;
(b)
any Equivalent Securities delivered pursuant to paragraph 8;
(c)
any Collateral delivered pursuant to paragraph 5;
(d)
any Equivalent Collateral delivered pursuant to paragraphs
5
or 8;
shall pass
from one Party to the other subject to the terms and conditions
set out in
this Agreement, on delivery of the
same
in accordance with this Agreement with full
title
guarantee, free from all liens, charges and encumbrances. In the case
of
Securities,
Collateral,
Equivalent Securities or Equivalent Collateral title to which
is
registered
in
a
computer-based system which provides for the recording and transfer
of title to
thesame
by way of book
entries,
delivery and transfer of title
shall
take
place
in
accordance
with
therulesand
procedures
of
such
system
as
in force
fromtime to
time.The
Party acquiring such right, title and interest shall have
no
obligation
to
return
or deliver any of
the
assetsso
acquired but,
in
so
far
as
any
Securities
are
borrowed by or any Collateral
is delivered to such Party, such Party shall be obliged,
subject to the terms
of
this Agreement, to deliver Equivalent
Securities or Equivalent
Collateral
as
appropriate.
4.3Deliveries to
be simultaneous unless otherwise agreed
Where under the terms
of
this Agreement
a
Party is not obliged to make
a
Delivery
unless simultaneously
a
Delivery is made to it, subject to and without prejudice to its
rights
under
paragraph 8.6,
such
Party
may
fromtime
to
time
in
accordance
with
market
practice
and
in
recognition
of
the
practical
difficulties
in
arranging
simultaneous
delivery
of
Securities,
Collateral
and
cash
transfers,
waiveits
right
under this Agreement in respect of simultaneousdelivery and/or payment provided
that no
such
waiver (whether by course
of
conduct or otherwise) in respect of
one
transaction shall bind
it in
respect
of
any other transaction.
Page 9

Page 10
Execution Version

4.4 Deliveries of Income

In respect of Income being paid in relation to any Loaned Securities or Collateral,
Borrower (in the case of Income being paid in respect of Loaned Securities) and
Lender (in the case of Income being paid in respect of Collateral) shall provide to the
other Party, as the case may be, any endorsements or assignments as shall be customary
and appropriate to effect, in accordance with paragraph 6, the payment or delivery of
money or property in respect of such Income to Lender, irrespective of whether
Borrower received such endorsements or assignments in respect of any Loaned
Securities, or to Borrower, irrespective of whether Lender received such
endorsements or assignments in respect of any Collateral.

5. COLLATERAL

5.1 Delivery of Collateral on commencement of Loan

Subject to the other provisions of this paragraph 5, Borrower undertakes to deliver to
or deposit with Lender (or in accordance with Lender’s instructions) Collateral
simultaneously with Delivery of the Securities to which the Loan relates and in any
event no later than Close of Business on the Settlement Date.

5.2 Deliveries through securities settlement systems generating automatic payments

Unless otherwise agreed between the Parties, where any Securities, Equivalent
Securities, Collateral or Equivalent Collateral (in the form of securities) are
transferred through a book entry transfer or settlement system which automatically
generates a payment or delivery, or obligation to pay or deliver, against the transfer of
such securities, then:

(a) such automatically generated payment, delivery or obligation shall be treated
as a payment or delivery by the transferee to the transferor, and except to the
extent that it is applied to discharge an obligation of the transferee to effect
payment or delivery, such payment or delivery, or obligation to pay or deliver,
shall be deemed to be a transfer of Collateral or delivery of Equivalent
Collateral, as the case may be, made by the transferee until such time as the
Collateral or Equivalent Collateral is substituted with other Collateral or
Equivalent Collateral if an obligation to deliver other Collateral or deliver
Equivalent Collateral existed immediately prior to the transfer of Securities,
Equivalent Securities, Collateral or Equivalent Collateral; and

(b) the Party receiving such substituted Collateral or Equivalent Collateral, or if
no obligation to deliver other Collateral or redeliver Equivalent Collateral
existed immediately prior to the transfer of Securities, Equivalent Securities,
Collateral or Equivalent Collateral, the Party receiving the deemed transfer of
Collateral or Delivery of Equivalent Collateral, as the case may be, shall
cause to be made to the other Party for value the same day either, where such
transfer is a payment, an irrevocable payment in the amount of such transfer
or, where such transfer is a Delivery, an irrevocable Delivery of securities (or
other property, as the case may be) equivalent to such property.
Execution Version
4.4
Deliveries of Income
In
respect
of
Income being paid in relation to any Loaned Securities
or Collateral,
Borrower
(in
the
case
of
Income
being
paid
in respect
of
Loaned
Securities)
and
Lender (in the
case
of
Income being paid in respect
of
Collateral) shall provide to the
other Party,
as the case may be, any endorsements or assignments
as
shall be customary
and appropriate to effect, in accordance with paragraph6, the payment or
delivery of
money
or
property
in
respect
of
such
Income
to
Lender,
irrespective
of
whether
Borrowerreceived
suchendorsements
or
assignments
in
respect
of
any
Loaned
Securities,
or
to
Borrower,
irrespective
of
whetherLenderreceived
such
endorsements or assignments in respect
of
any Collateral.
5.COLLATERAL
5.1
Delivery of Collateral on commencement of Loan
Subject to the other provisions
of
this paragraph 5, Borrower undertakes to deliver to
or
deposit
with
Lender
(or
in
accordance
with
Lender's
instructions)
Collateral
simultaneously with Delivery
of
the
Securities to which the Loan relates and in any
event no later than Close
of
Business on the Settlement Date.
5.2
Deliveries through securities settlement systems generating automatic payments
Unlessotherwise
agreed
betweenthe
Parties,
where
any
Securities,
Equivalent
Securities,
Collateral
or
Equivalent
Collateral
(in
the
form
of
securities)
are
transferred through
a
book entry transfer or settlement
system
which
automatically
generates
a
payment or delivery, or obligation to pay or deliver, against the transfer
of
such securities, then:
(a)
such automatically generated payment, delivery or obligation shall be treated
as
a
payment or delivery by the transferee to the transferor, and except to the
extent that
it
is
applied to discharge
an
obligation
of
the
transferee to effect
payment or delivery, such payment or delivery, or obligation to pay
or deliver,
shall
bedeemedtobe
a
transfer
of
Collateral
or
delivery
of
Equivalent
Collateral,
as
the
case
may be, made by the transferee until such
time
as
the
Collateral
or
Equivalent
Collateral
is
substituted
with
other
Collateral
or
Equivalent
Collateral
if
an
obligation to deliver other Collateral
ordeliver
Equivalent Collateral existed immediately prior to
the
transfer
of
Securities,
Equivalent Securities, Collateral or Equivalent Collateral; and
(b)
the
Party receiving such substituted Collateral or Equivalent Collateral, or
if
no
obligation
to
deliverother
Collateralor redeliver
Equivalent
Collateral
existed immediately prior to the transfer of Securities, Equivalent Securities,
Collateral or Equivalent Collateral, the Party receiving the deemed transfer
of
Collateral
or
Delivery
of
Equivalent
Collateral,
as
thecase
may
be,
shall
cause to be made to the other Party for value the
same day either, where such
transfer is
a
payment, an irrevocable payment in the amount
of
such transfer
or, where such transfer is
a
Delivery,
an irrevocable Delivery
of
securities (or
other property,
as
the case may be) equivalent to such property.
Page
10

Page 11
Execution Version

5.3 Substitutions of Collateral

Borrower may from time to time call for the repayment of Cash Collateral or the
Delivery of Collateral equivalent to any Collateral delivered to Lender prior to the
date on which the same would otherwise have been repayable or deliverable provided
that at or prior to the time of such repayment or Delivery Borrower shall have
delivered Alternative Collateral acceptable to Lender and Borrower is in compliance
with paragraph 5.4 or paragraph 5.5, as applicable.

5.4 Marking to Market of Collateral during the currency of a Loan on aggregated
basis

Unless paragraph 1.3 of the Schedule indicates that paragraph 5.5 shall apply in lieu
of this paragraph 5.4, or unless otherwise agreed between the Parties:

(a) the aggregate Market Value of the Collateral delivered to or deposited with
Lender (excluding any Equivalent Collateral repaid or delivered under
paragraphs 5.4(b) or 5.5(b) (as the case may be)) (Posted Collateral) in respect
of all Loans outstanding under this Agreement shall equal the aggregate of
the Market Value of Securities equivalent to the Loaned Securities and the
applicable Margin (the Required Collateral Value) in respect of such Loans;

(b) if at any time on any Business Day the aggregate Market Value of the Posted
Collateral in respect of all Loans outstanding under this Agreement together
with: (i) all amounts due and payable by the Lender under this Agreement but
which are unpaid; and (ii) if agreed between the parties and if the Income
Record Date has occurred in respect of any Non-Cash Collateral, the amount
or Market Value of Income payable in respect of such Non-Cash Collateral
exceeds the aggregate of the Required Collateral Values in respect of such
Loans together with: (i) all amounts due and payable by the Borrower under
this Agreement but which are unpaid; and (ii) if agreed between the parties
and if the Income Record Date has occurred in respect of any securities
equivalent to Loaned Securities, the amount or Market Value of Income payable
in respect of such Equivalent Securities, Lender shall (on demand) repay
and/or deliver, as the case may be, to Borrower such Equivalent Collateral as
will eliminate the excess;

(c) if at any time on any Business Day the aggregate Market Value of the Posted
Collateral in respect of all Loans outstanding under this Agreement together
with: (i) all amounts due and payable by the Lender under this Agreement but
which are unpaid; and (ii) if agreed between the parties and if the Income
Record Date has occurred in respect of any Non-Cash Collateral, the amount
or Market Value of Income payable in respect of such Non-Cash Collateral
falls below the aggregate of Required Collateral Values in respect of all such
Loans together with: (i) all amounts due and payable by the Borrower under
this Agreement but which are unpaid; and (ii) if agreed between the parties
and if the Income Record Date has occurred in respect of Securities
equivalent to any Loaned Securities, the amount or Market Value of Income
payable in respect of such Equivalent Securities, Borrower shall (on demand)
provide such further Collateral to Lender as will eliminate the deficiency;
Execution Version
5.3
Substitutions of Collateral
Borrower may from time to time call for
the
repayment
of
Cash
Collateral
or the
Delivery
of
Collateral
equivalent to any Collateral delivered to Lender prior to
the
date on which the same would otherwise have been repayable or deliverable provided
that
at
or
prior
tothe
time
of
such
repayment
or
Delivery
Borrowershall have
delivered Alternative Collateral acceptable to Lender and Borrower is in compliance
with paragraph 5.4 or paragraph 5.5,
as
applicable.
5.4
Marking to Market of Collateral during
the currency of
a
Loan on aggregated
basis
Unless paragraph
1.3
of
the
Schedule indicates that paragraph 5.5
shall apply in lieu
of
this paragraph 5.4, or unless otherwise agreed between the Parties:
(a)
the
aggregate
Market Value
of
the
Collateral delivered to or deposited with
Lender
(excluding
any
Equivalent
Collateral
repaid
ordeliveredunder
paragraphs 5.4(b) or 5.5(b) (as the case may be)) (Posted Collateral) in respect
of all
Loans
outstanding under this Agreement shall
equal
the
aggregate
of
the
MarketValue
of
Securities
equivalent
tothe
Loaned
Securities and the
applicable Margin (the Required Collateral Value) in
respect
of
such Loans;
(b)
if
at any time on any Business Day the aggregate Market Value
of
the Posted
Collateral
in respect
of
all Loans outstanding under this Agreement together
with: (i) all
amounts due and payable by the Lender under this Agreement but
which
are
unpaid;
and
00
if
agreed
betweenthe
parties
and
if
the
Income
Record Date has occurred in respect
of
any Non
-Cash Collateral, the amount
or Market Value of Income payable in respect of
such
Non-Cash
Collateral
exceedsthe
aggregate
of
the
Required
Collateral
Values
in respect
of
such
Loans together with: (i) all amounts
due and payable by the Borrower under
this Agreement but which
are
unpaid;
and
00
if
agreed between the parties
and
if
the
IncomeRecord
Datehas
occurred
in
respect
of
any
securities
equivalent to Loaned Securities, the amount or Market Value
of
Income payable
in
respect
of
such
Equivalent
Securities,
Lendershall
(on
demand)
repay
and/or deliver,
as the case may be, to Borrower such Equivalent
Collateral
as
will
eliminate the excess;
(c)
if
at any time on any Business Day the aggregate Market Value
of
the Posted
Collateral
in respect
of
all Loans outstanding under this Agreement together
with: (i) all
amounts due and payable by the Lender under this Agreement but
which
are
unpaid;
and
(ii)
if
agreed
between the
parties
and
if
the
Income
Record Date has occurred in respect
of
any Non
-Cash Collateral, the amount
or Market Value of Income payable in respect of
such
Non-Cash
Collateral
falls below the aggregate
of
Required Collateral Values in respect
of
all such
Loans together with: (i) all amounts
due and payable by the Borrower under
this Agreement but which
are
unpaid;
and
00
if
agreed between the parties
and
if
the
IncomeRecord
Datehas
occurred
in
respect
of
Securities
equivalent to any Loaned Securities, the amount or Market Value of Income
payable in respect
of
such Equivalent Securities, Borrower shall (on demand)
provide such further Collateral to Lender
as
will
eliminate the deficiency;
Page
11

Page 12
Execution Version

(d) where a Party acts as both Lender and Borrower under this Agreement, the
provisions of paragraphs 5.4(b) and 5.4(c) shall apply separately (and without
duplication) in respect of Loans entered into by that Party as Lender and
Loans entered into by that Party as Borrower.

5.5 Marking to Market of Collateral during the currency of a Loan on a Loan by
Loan basis

If paragraph 1.3 of the Schedule indicates this paragraph 5.5 shall apply in lieu of
paragraph 5.4, the Posted Collateral in respect of any Loan shall bear from day to day
and at any time the same proportion to the Market Value of Securities equivalent to
the Loaned Securities as the Posted Collateral bore at the commencement of such
Loan. Accordingly:

(a) the Market Value of the Posted Collateral to be delivered or deposited while
the Loan continues shall be equal to the Required Collateral Value;

(b) if at any time on any Business Day the Market Value of the Posted Collateral
in respect of any Loan together with: (i) all amounts due and payable by the
Lender in respect of that Loan but which are unpaid; and (ii) if agreed between
the parties and if the Income Record Date has occurred in respect of any Non-
Cash Collateral, the amount or Market Value of Income payable in respect of
such Non-Cash Collateral exceeds the Required Collateral Value in respect of
such Loan together with: (i) all amounts due and payable by the Borrower
in respect of that Loan; and (ii) if agreed between the parties and if the Income
Record Date has occurred in respect of Securities equivalent to any Loaned
Securities, the amount or Market Value of Income payable in respect of
such Equivalent Securities, Lender shall (on demand) repay and/or deliver, as
the case may be, to Borrower such Equivalent Collateral as will eliminate
the excess; and

(c) if at any time on any Business Day the Market Value of the Posted Collateral
together with: (i) all amounts due any payable by the Lender in respect of that
Loan; and (ii) if agreed between the parties and if the Income Record Date
has occurred in respect of any Non-Cash Collateral, the amount or Market
Value of Income payable in respect of such Non-Cash Collateral falls below
the Required Collateral Value together with: (i) all amounts due and payable
by the Borrower in respect of that Loan; and (ii) if agreed between the parties
and if the Income Record Date has occurred in respect of Securities
equivalent to any Loaned Securities, the amount or Market Value of Income
payable in respect of such Equivalent Securities, Borrower shall (on demand)
provide such further Collateral to Lender as will eliminate the deficiency.

5.6 Requirements to deliver excess Collateral

Where paragraph 5.4 applies, unless paragraph 1.4 of the Schedule indicates that this
paragraph 5.6 does not apply, if a Party (the first Party) would, but for this paragraph
5.6, be required under paragraph 5.4 to provide further Collateral or deliver Equivalent
Collateral in circumstances where the other Party (the second Party) would, but for
this paragraph 5.6, also be required to or provide Collateral or deliver Equivalent
Collateral under paragraph 5.4, then the Market Value of the Collateral or Equivalent
Collateral deliverable by the first Party (X) shall be set off against the Market
Value of the Collateral or Equivalent Collateral deliverable by the second
Execution Version
(d)
where
a
Party acts
as
both Lender and Borrower under this Agreement,
the
provisions
of
paragraphs 5.4(b) and 5.4(c) shall apply separately (and without
duplication)
in
respect
of
Loans
entered
into
by
that
Party
as
Lender
and
Loans entered into by that Party
as
Borrower.
5.5
Marking to Market of Collateral during the currency of
a
Loan on
a
Loan by
Loan basis
If
paragraph
1.3
of
the
Scheduleindicatesthis
paragraph 5.5
shall
apply
in lieu of
paragraph 5.4, the Posted Collateral in respect
of
any Loan shall bear from day to day
and at any time the same proportion to the Market Value of Securities equivalent to
the
Loaned
Securities
as
thePosted
Collateral
bore
at
the
commencement
of
such
Loan.
Accordingly:
(a)the Market Value of
the Posted Collateral to be delivered or deposited while
the Loan continues shall be equal to the Required Collateral Value;
(b)
if
at any time on any Business Day the Market Value
of
the Posted Collateral
in respect
of
any Loan together with: (i) all amounts
due
and payable by the
Lender in respect
of
that Loan but which are unpaid; and
(ii)
if
agreed between
the parties and
if
the Income Record Date has occurred in respect
of
any Non
-
Cash Collateral, the amount or Market Value
of
Income payable in
respect
of
such Non-Cash Collateral exceeds the Required Collateral Value in
respect
of
such
Loan
together with:
(i)
all amounts
due
and payable
by the
Borrower
in respect
of
that Loan; and
(ii)
if
agreed between the parties and
if
the Income
Record Date has occurred in respect
of
Securities equivalent to
any Loaned
Securities,
the
amountorMarketValue
of
Income
payable
in
respect
of
such Equivalent Securities, Lender shall (on demand) repay and/or
deliver,
as
the
case
may be,
to
Borrower
such
Equivalent
Collateral
as
will
eliminate
the excess; and
(c)
if
at any time on any Business Day the Market Value
of
the Posted Collateral
together with: (i) all amounts due any payable by the Lender in respect
of
that
Loan;
and
(ii)
if
agreed between the parties
and
if
the
Income Record Date
has
occurred
in respect
of
any
Non-Cash
Collateral,
the
amount
or Market
Value
of
Income payable in respect
of
such Non-Cash
Collateral falls below
the
Required Collateral Value together with: (i) all amounts due and payable
by the Borrower in respect
of
that Loan; and (ii)
if
agreed between the parties
and
if
the
IncomeRecord
Datehas
occurred
in
respect
of
Securities
equivalent to any Loaned Securities, the amount or Market Value
of
Income
payable in respect
of
such Equivalent Securities, Borrower shall (on demand)
provide such further Collateral to Lender
as
will
eliminate the deficiency.
5.6
Requirements to deliver
excess
Collateral
Where paragraph 5.4 applies, unless paragraph 1.4
of
the
Schedule indicates that this
paragraph 5.6 does not apply,
if
a
Party (the
first
Party) would, but for this paragraph
5.6, be required under paragraph 5.4 to provide further Collateral or deliver
Equivalent
Collateral in
circumstances
where the other Party
(the second
Party)
would, but for
this
paragraph 5.6,
alsobe
required
to
or provide
Collateralor deliver
Equivalent
Collateral under paragraph 5.4, then the Market Value
of
the Collateral or
Equivalent
Collateral
deliverable
by
the
first
Party
(X)
shall
beset
off
against
the
Market
Value
of
the
Collateral
or Equivalent
Collateral
deliverable
by the
second
Page
12

Page 13
Execution Version

Party (Y) and the only obligation of the Parties under paragraph 5.4 shall be, where X
exceeds Y, an obligation of the first Party, or where Y exceeds X, an obligation of the
second Party to repay and/or (as the case may be) deliver Equivalent Collateral or to
deliver further Collateral having a Market Value equal to the difference between X
and Y.

5.7 Where Equivalent Collateral is repaid or delivered (as the case may be) or further
Collateral is provided by a Party under paragraph 5.6, the Parties shall agree to which
Loan or Loans such repayment, delivery or further provision is to be attributed and
failing agreement it shall be attributed, as determined by the Party making such
repayment, delivery or further provision to the earliest outstanding Loan and, in the
case of a repayment or delivery up to the point at which the Market Value of Collateral
in respect of such Loan equals the Required Collateral Value in respect of such Loan,
and then to the next earliest outstanding Loan up to the similar point and so on.

5.8 Timing of repayments of excess Collateral or deliveries of further Collateral

Where any Equivalent Collateral falls to be repaid or delivered (as the case may be)
or further Collateral is to be provided under this paragraph 5, unless otherwise provided
or agreed between the Parties, if the relevant demand is received by the Notification
Time specified in paragraph 1.5 of the Schedule, then the delivery shall be made not
later than the Close of Business on the same Business Day; if a demand is received
after the Notification Time, then the relevant delivery shall be made not later than
the Close of Business on the next Business Day after the date such demand is received.

5.9 Substitutions and extensions of Letters of Credit

Where Collateral is a Letter of Credit, Lender may by notice to Borrower require that
Borrower, on the third Business Day following the date of delivery of such notice (or
by such other time as the Parties may agree), substitute Collateral consisting of cash
or other Collateral acceptable to Lender for the Letter of Credit. Prior to the expiration
of any Letter of Credit supporting Borrower’s obligations hereunder, Borrower shall,
no later than 10.30 a.m. UK time on the second Business Day prior to the date such
Letter of Credit expires (or by such other time as the Parties may agree), obtain an
extension of the expiration of such Letter of Credit or replace such Letter of Credit by
providing Lender with a substitute Letter of Credit in an amount at least equal to
the amount of the Letter of Credit for which it is substituted.

6. DISTRIBUTIONS AND CORPORATE ACTIONS

6.1 In this paragraph 6, references to an amount of Income received by any Party in
respect of any Loaned Securities or Non-Cash Collateral shall be to an amount
received from the issuer after any applicable withholding or deduction for or on
account of Tax.

6.2 Manufactured payments in respect of Loaned Securities

Where the term of a Loan extends over an Income Record Date in respect of any
Loaned Securities, Borrower shall, on the date such Income is paid by the issuer, or
on such other date as the Parties may from time to time agree, pay or deliver to
Lender such sum of money or property as is agreed between the Parties or, failing
Execution Version
Party (Y) and the only obligation of the Parties under paragraph 5.4 shall be, where X
exceeds
Y,
an obligation
of
the first Party, or where Y exceeds X,
an
obligation
of
the
second Party to repay and/or
(as
the case may be) deliver Equivalent Collateral or to
deliver further Collateral having
a
Market Value equal to the difference between X
and Y.
5.7
Where
Equivalent
Collateral
is
repaid
or delivered
(as
thecase
may be)
or further
Collateral is provided by
a
Party under paragraph 5.6, the Parties shall agree to which
Loan or Loans such repayment, delivery or further provision
is
to be attributed and
failing
agreement
it
shall
be
attributed,
as
determined
by
the
Party
making
such
repayment,
delivery or further provision to the earliest outstanding Loan and, in
the
case
of
a
repayment or delivery up to
the point at which the Market Value
of
Collateral
in respect
of
such Loan equals the Required Collateral Value in respect
of
such Loan,
and then to the next earliest outstanding Loan up to the similar point and
so on.
5.8
Timing of repayments ofexcess
Collateral or deliveries of further Collateral
Where any Equivalent Collateral falls to be repaid or delivered
(as the case may be)
or further Collateral is to be provided under this paragraph 5, unless otherwise provided
or agreed between the Parties,
if
the relevant demand is received by the Notification
Time specified in paragraph
1.5
of
the
Schedule, then the delivery shall
be made not
later than the Close
of
Business on the same Business Day;
if
a
demandis
received
after the Notification Time, then
the
relevant
delivery shall be made not
later than
the Close
of
Business on the next Business Day after the date such demand is received.
5.9
Substitutions and extensions of Letters of Credit
Where Collateral is
a
Letter
of
Credit, Lender may by notice to Borrower require that
Borrower, on the third Business Day following the date
of
delivery
of
such notice (or
by such other time
as
the Parties may agree), substitute Collateral consisting
of
cash
or other Collateral acceptable to Lender for the Letter
of
Credit. Prior to the expiration
of
any Letter
of
Credit supporting Borrower's obligations hereunder,
Borrower shall,
no later than
10.30 a.m.
UK time on the
second Business Day prior to
the date such
Letter
of
Credit expires
(or by
such other time
as
theParties
may agree),
obtain an
extension
of
the expiration
of
such Letter
of
Credit or replace such Letter
of
Credit by
providing Lender with
a
substitute
Letter
ofCredit in
an
amount
at
least
equal to
the amount
of
the Letter
of
Credit for which it is substituted.
6.
DISTRIBUTIONS AND CORPORATE ACTIONS
6.1
In
this
paragraph 6,
referencesto
an
amount
of
Income
received by
any
Party
in
respect
of
any
LoanedSecurities
or Non
-Cash
Collateral
shall
be
to
an
amount
receivedfrom
theissuer
after
any
applicable
withholding
ordeduction
for
or
on
account
of
Tax.
6.2
Manufactured payments in respect of Loaned Securities
Where
the
term
of
a
Loan
extends
over an Income Record Date
in respect
of
any
Loaned Securities, Borrowe
[TRUNCATED]

Notice of cancellation of Synlait’s exclusive supply rights Notice of cessation of securities

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