Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Funding Window. [[Organization A:Organization]] agrees that it will not enter into a convertible security financing transaction, including 3(a)9 and 3(a)10 transactions, with any party other than [[Organization B:Organization]] for a period of 90 Trading Days following the Effective Date. [[Organization A:Organization]] agrees that this is a material term of this Note and any breach of this will result in a default of the Note.

Funding Fee. [[Organization B:Organization]] shall pay to [[Organization C:Organization]] a Funding Fee for each Participated Mortgage Loan as compensation for [[Organization C:Organization]]’s costs and expenses incurred in connection with underwriting and processing its purchase of the Participation Interest in such Participated Mortgage Loan and administering such Participation Interest hereunder. The Funding Fee with respect to any Participated Mortgage Loan shall be: # earned in full by [[Organization C:Organization]] on the related Purchase Date; and # payable to [[Organization C:Organization]] by [[Organization B:Organization]] upon the earlier to occur of the date on which: # all or any portion of the related Participation Interest is to be repurchased by [[Organization B:Organization]] from [[Organization C:Organization]] as contemplated by and in accordance with the terms of this Agreement; # such Participated Mortgage Loan is sold to a Take-Out Purchaser as contemplated by and in accordance with the terms of this Agreement; or # the entire principal balance of such Participated Mortgage Loan has been paid in full by the related Borrower.

Funding Account. The Lender shall have received a notice from the Borrower setting forth the Funding Account.

Funding Indemnification. If any payment of principal on a Eurocurrency Rate Loan occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurocurrency Rate Loan is not made or continued, or a Floating Rate Advance is not converted into a Eurocurrency Rate Advance, in any such case, on the date specified by any Borrower for any reason other than default by the Lenders, or a Eurocurrency Rate Advance is not prepaid on the date specified by ​ or any other Borrower for any reason, ​ shall indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain the Eurocurrency Rate Loan.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

Advance Funding. Unless the Administrative Agent shall have been notified by any Lender of a Class prior to the date of a Borrowing of such Class that such Lender does not intend to make available to the Administrative Agent its portion of the Class of Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made the same available to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a rate per annum equal to # if paid by such Lender, the overnight Federal Funds Effective Rate or # if paid by the Borrower, the then applicable rate of interest, calculated in accordance with [Section 2.09], for the respective Class of Loans (but without any requirement to pay any amounts in respect thereof pursuant to Section 3.02).

Overview. Subject to the oversight of the JSC and the JDC, on a Collaboration Antigen-by-Collaboration Antigen basis, Unum will be primarily responsible for Research of the Research Candidates in accordance with this Agreement and the Research Plan for such Research Candidates during the Research Term.

“Research Program” means, as to a particular Collaboration Antigen, the program of Research activities to be undertaken by or on behalf of Unum for Research Candidates directed against such Collaboration Antigen in accordance with the Research Plan during the Research Term. For clarity, the Research Program will not include activities conducted under the Early Clinical Development Program, the Late Clinical Development Program or relating to Manufacturing.

“Segregate” means, with respect to an Alternative Product, to use diligent efforts to segregate the research, development, manufacture and commercialization activities relating to such Alternative Product from Research, Development, Manufacture and Commercialization with respect to any Research Candidates, Development Candidates or Products under this Agreement, including using diligent efforts to ensure that: # no personnel involved in performing the research, development, manufacture or commercialization of such Alternative Product have ​ relating to the Research, Development, Manufacture or Commercialization of any Research Candidates, Development Candidates or Products (provided that ​ may ​ regarding the Research, Development, Manufacture and Commercialization of any Research Candidates, Development Candidates or Products in connection with ​); and # no personnel involved in performing the Research, Development, Manufacture or Commercialization of any Research Candidates, Development Candidates or Products have access to ​ relating to the research, development, manufacture or commercialization of such Alternative Product (provided that ​ may ​ regarding the research, development, manufacture and commercialization of such Alternative Product in connection with ​).