Common use of Distributions and Voting Rights Clause in Contracts

Distributions and Voting Rights. (i) Bank shall credit the Account on payable date with the amount of all cash Distributions (but for purposes of this Section 5(f) and Section 7(b) hereof, the term "cash Distributions" shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) with respect to Securities on Loan over their record date that Lender would have received under the Custody Agreement had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Securities, Bank's obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any Event of Default (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank by Borrower and Bank has so credited the Account with such Distributions, Bank shall be subrogated to Lender's rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Bank that: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course of business or (b) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof and the applicable MSLA. (b) Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender may, by giving Bank ten (10) Business Days' notice prior to the date of such non-cash Distribution (or such different amount of time as Bank may from time to time require on advice to Lender), direct Bank to request that the Borrower deliver such non-cash Distribution to Bank pursuant to the applicable MSLA, in which case Bank shall credit such non-cash Distribution to the Account. (c) If, despite (a) and (b) Lender requests that Bank instruct the Borrower to deliver a non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to: (a) participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do so, Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do so.

Distributions and Voting Rights. (i) Bank shall credit the Account on payable date with the amount of all cash Distributions (but for purposes of this Section 5(f) and Section 7(b) hereof, the term "cash Distributions" shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) with respect to Securities on Loan over their record date that Lender would have received under the Custody Agreement had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Securities, Bank's obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any Event of Default (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank by Borrower and Bank has so credited the Account with such Distributions, Bank shall be subrogated to Lender's rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Bank that: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course of business or (b) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof and the applicable MSLA. (b) Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender or Adviser (acting in its capacity as an Authorized Person) may, by giving Bank ten (10) Business Days' notice prior to the date of such non-cash Distribution (or such different amount of time as Bank may from time to time require on advice to Lender), direct Bank to request that the Borrower deliver such non-cash Distribution to Bank pursuant to the applicable MSLA, in which case Bank shall credit such non-cash Distribution to the Account. (c) If, despite (a) and (b) Lender or Adviser (acting in its capacity as an Authorized Person) requests that Bank instruct the Borrower to deliver a non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to: : (a) participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do soso (E.G., Finland, Norway and Sweden), Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender or Adviser (acting in its capacity as an Authorized Person) shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender or Adviser (acting in its capacity as an Authorized Person) may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees Lender or Adviser (acting in its capacity as an Authorized Person) believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do so.

Distributions and Voting Rights. (i) Bank shall credit the Account on payable date with the amount of all cash Distributions (but for purposes of this Section 5(f) and Section 7(b) hereof, the term "“cash Distributions" ” shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) with respect to Securities on Loan over their record date that Lender would have received under the Custody Agreement had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Securities, Bank's ’s obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any Event of Default (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank by Borrower and Bank has so credited the Account with such Distributions, Bank shall be subrogated to Lender's ’s rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Bank that: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor therefore (as applicable) in the ordinary course of business or (b) such amount was incorrectly credited. If Lender does not promptly return any amount upon such written notification, Bank shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof and the applicable MSLA. (b) Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender or Adviser (acting in its capacity as an Authorized Person) may, by giving Bank ten (10) Business Days' ’ notice prior to the date of such non-cash Distribution (or such different amount of time as Bank may from time to time require on advice to Lender), direct Bank to request that the Borrower deliver such non-cash Distribution to Bank pursuant to the applicable MSLA, in which case Bank shall credit such non-cash Distribution to the Account. (c) If, despite (a) and (b) Lender or Adviser (acting in its capacity as an Authorized Person) requests that Bank instruct the Borrower to deliver a non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to: : (a) participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do soso (e.g., Finland, Norway and Sweden), Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender or Adviser (acting in its capacity as an Authorized Person) shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender or Adviser (acting in its capacity as an Authorized Person) may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees Lender or Adviser (acting in its capacity as an Authorized Person) believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do so.

Distributions and Voting Rights. (i) Bank shall credit the Account on payable date with the amount of all cash Distributions (but for purposes of this Section 5(f) and Section 7(b) hereof, the term "“cash Distributions" ” shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) with respect to Securities on Loan over their record date that Lender would have received under the Custody Agreement had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Securities, Bank's ’s obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any Event of Default (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank by Borrower and Bank has so credited the Account with such Distributions, Bank shall be subrogated to Lender's ’s rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Bank that: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course Table of Contents of business or (b) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof and the applicable MSLA. (b) Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender or Adviser (acting in its capacity as an Authorized Person) may, by giving Bank ten (10) Business Days' ’ notice prior to the date of such non-cash Distribution (or such different amount of time as Bank may from time to time require on advice to Lender), direct Bank to request that the Borrower deliver such non-cash Distribution to Bank pursuant to the applicable MSLA, in which case Bank shall credit such non-cash Distribution to the Account. (c) If, despite (a) and (b) Lender or Adviser (acting in its capacity as an Authorized Person) requests that Bank instruct the Borrower to deliver a non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to: : (a) participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do soso (e.g., Finland, Norway and Sweden), Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender or Adviser (acting in its capacity as an Authorized Person) shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender or Adviser (acting in its capacity as an Authorized Person) may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees Lender or Adviser (acting in its capacity as an Authorized Person) believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do so.

Distributions and Voting Rights. (ia) Bank The Grantee shall credit the Account on payable date with the amount of be entitled to any and all cash Distributions (but for purposes of this Section 5(f) dividends and Section 7(b) hereof, the term "cash Distributions" shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) other distributions with respect to Securities on Loan over their record date shares of Restricted Stock that Lender would have received under become payable during the Custody Agreement had such Securities not been on Loan over record dateRestricted Period; provided, however, that no dividends or other distributions shall be payable to or for the benefit of the Grantee for shares of Restricted Stock with respect to Non-U.S. Securitiesrecord dates occurring prior to the Grant Date, Bank's obligation to credit the Account shall extend only or with respect to record dates (occurring on or after the date, if any, on which the Grantee has forfeited those shares of Restricted Stock. All such dividends, whether cash or in-kind, and Distributions made during other cash distributions, if any, with respect to the period of the relevant Loan) up to and including the date of any Event of Default (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank by Borrower and Bank has so credited the Account with such DistributionsRestricted Stock, Bank shall be subrogated to Lender's rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Bank that: (a) such amount has not been paid withheld by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course of business or (b) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable Company and shall be subject to the provisions hereof terms of this Award Agreement and shall be paid to the applicable MSLAGrantee, without interest, only when, and if, the Grantee becomes vested in the Restricted Stock. All such dividends and other distributions, if any, shall be paid to Grantee in a single payment as soon as feasible following the date on which the Grantee vests in the Restricted Stock, but in no event more than ninety (90) days after such date. (b) Any non-cash Distribution which is The Grantee shall be entitled to vote the shares of Restricted Stock during the Restricted Period to the same extent as would have been applicable to the Grantee if the Grantee was then vested in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereofshares; provided that Lender mayprovided, by giving Bank ten (10) Business Days' notice prior to the date of such non-cash Distribution (or such different amount of time as Bank may from time to time require on advice to Lender)however, direct Bank to request that the Borrower deliver such non-cash Distribution to Bank pursuant to the applicable MSLA, in which case Bank shall credit such non-cash Distribution to the Account. (c) If, despite (a) and (b) Lender requests that Bank instruct the Borrower to deliver a non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to: (a) participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do so, Lender Grantee shall not be entitled to vote proxies the shares with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date dates for such Securities. Notwithstanding the foregoing, Lender shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan voting rights arising prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender may also request that Bank obtain from a Borrower a commitment to vote Grant Date, or consent as directed with respect to a material event affecting Securities record dates occurring on Loan when Lender's Board or after the date, if any, on which the Grantee has forfeited those shares of Trustees believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do soRestricted Stock.

Distributions and Voting Rights. (i) Bank shall credit the Account on payable date with the amount of all cash Distributions (but for purposes of this Section 5(f) and Section 7(b) hereof, the term "“cash Distributions" ” shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) with respect to Securities on Loan over their record date that Lender would have received under the Custody Agreement had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Securities, Bank's ’s obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any Event of Default (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank by Borrower and Bank has so credited the Account with such Distributions, Bank shall be subrogated to Lender's ’s rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Bank that: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course of business or (b) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof and the applicable MSLA. (b) Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender or Adviser (acting in its capacity as an Authorized Person) may, by giving Bank ten (10) Business Days' ’ notice prior to the date of such non-cash Distribution (or such different amount of time as Bank may from time to time require on advice to LenderLender and Adviser), direct Bank to request that the Borrower deliver such non-cash Distribution to Bank pursuant to the applicable MSLA, in which case Bank shall credit such non-cash Distribution to the Account. (c) If, despite (a) and (b) Lender or Adviser (acting in its capacity as an Authorized Person) requests that Bank instruct the Borrower to deliver a non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to: : (a) participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do soso (e.g., Finland, Norway and Sweden) Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender or Adviser (acting in its capacity as an Authorized Person) shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender or Adviser (acting in its capacity as an Authorized Person) may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's ’s Board of Trustees believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do so.

Distributions and Voting Rights. (i) Bank shall credit the Account on payable date with the amount of all cash Distributions (but for purposes of this Section 5(f) and Section 7(b) hereof, the term "“cash Distributions" ” shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) with respect to Securities on Loan over their record date that Lender would have received under the Custody Agreement had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Securities, Bank's ’s obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any Event of Default (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank by Borrower and Bank has so credited the Account with such Distributions, Bank shall be subrogated to Lender's ’s rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Bank that: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course of business or (b) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof and the applicable MSLA.cash (b) Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender or Adviser (acting in its capacity as an Authorized Person) may, by giving Bank ten (10) Business Days' ’ notice prior to the date of such non-cash Distribution (or such different amount of time as Bank may from time to time require on advice to Lender), direct Bank to request that the Borrower deliver such non-cash Distribution to Bank pursuant to the applicable MSLA, in which case Bank shall credit such non-cash Distribution to the Account. (c) If, despite (a) and (b) Lender or Adviser (acting in its capacity as an Authorized Person) requests that Bank instruct the Borrower to deliver a non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to: : (a) participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do soso (e.g., Finland, Norway and Sweden), Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender or Adviser (acting in its capacity as an Authorized Person) shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender or Adviser (acting in its capacity as an Authorized Person) may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees Lender or Adviser (acting in its capacity as an Authorized Person) believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do so.

Distributions and Voting Rights. (i) Bank Chase shall credit the Account Lender's account on payable date with the amount of all cash Distributions (but for purposes of this Section 5(f) and Section 7(b) hereof, the term "cash Distributions" shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) with respect to Securities on Loan over their record date that Lender would have received under the Custody Agreement had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Foreign Securities, BankChase's obligation to credit the Account Lender's account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any Event of Default (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank Chase by Borrower and Bank Chase has so credited the Account Lender's account with such Distributions, Bank Chase shall be subrogated to Lender's rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Bank thatChase: (a) that such amount has not been paid by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course of business or (b) that such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Bank Chase shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account Lender's account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof and the applicable MSLA. (b) Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Loaned Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender may, by giving Bank Chase ten (10) Business Days' notice prior to the date of such non-cash Distribution (or such different amount of time as Bank Chase may from time to time require on advice to Lender), direct Bank Chase to request that the Borrower deliver such non-cash Distribution to Bank Chase pursuant to the applicable MSLA, in which case Bank Chase shall credit such non-cash Distribution to the AccountLender's account. (c) IfIf upon Chase's request on behalf of Lender, despite (a) and (b) Lender requests that Bank instruct the Borrower fails to deliver a the non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank Chase shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to: (a) to participate in any dividend reinvestment program or to vote proxies with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do so, Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do so.

Distributions and Voting Rights. Payments of dividends and other cash distributions payable in respect of the GDRs represented by this Master GDR will be made by the Depositary in US dollars, unless (i) Bank shall credit an Attachment has been prepared by the Account on payable date with Depositary and is outstanding, and (ii) the amount Holder of all cash Distributions (but for purposes of this Section 5(f) the Regulation S GDRs has made, and Section 7(b) hereofthe Depositary has accepted, the term "cash Distributions" shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) a Currency Election with respect to Securities on Loan over their record date that Lender would have received under such Regulation S GDRs as provided in the Custody Agreement had such Securities not been on Loan over record date; providedConditions, that with respect to Non-U.S. Securities, Bank's obligation to credit in which case the Account Depositary shall extend only to record dates (make payments of dividends and Distributions made during other cash distributions in the period currency of the relevant LoanAttachment (if any) up unless the Depositary determines (in its sole discretion) to make the payment and including distribution due on any particular payment or distribution date in US dollars in place of the date of any Event of Default currency applicable to the relevant Attachment (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank by Borrower and Bank has so credited the Account with such Distributions, Bank shall be subrogated to Lender's rights against Borrower or otherwise as provided in Section 7(dCondition 8) in accordance with the provisions of the Deposit Agreement and the Terms and Conditions on behalf of persons entitled thereto upon receipt of funds therefor from the Company. Parties entitled to receipt thereof shall, at any time, but subject to and in accordance with Clause 4.5, have the option to elect to receive all future payments of dividends and other cash distributions in another Elected Currency or to cancel any effective Currency Election (in the event that an effective Currency Election is cancelled and not replaced by another effective Currency Election the Depositary shall mark up or cause to be marked up the US Dollar Attachment by the number of Regulation S GDRs in respect of which no such election has been made, the Depositary shall send notice of such marking up to the Holders of the relevant Regulation S GDRs and future payments of dividends and other cash distributions in respect of such Regulation S GDRs will be made in US dollars). In connection No Currency Election shall be considered by the Depositary unless the Currency Election has been made, the Currency Election is received at least three (3) business days before the record date established by the Depositary pursuant to Condition 9 for the first payment of dividends or other cash distribution in respect of which the Currency Election is to apply. Any free distribution or rights issue of Shares to the Depositary on behalf of the Holders will result in the records of the Depositary being adjusted to reflect the enlarged number of GDRs represented by this Master Regulation S GDR. Holders of Regulation S GDRs will have voting rights in respect of the underlying shares as set out in Condition 12 and Clause 5 of the Deposit Agreement. Voting rights will be exercised by the Depositary only upon receipt of written instructions in accordance with the foregoingConditions and the Deposit Agreement and if permitted by law, Lender shall promptly return any amount so credited upon oral or written notification from Bank that: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course of business or (b) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to an opinion being given by the provisions hereof Company's legal counsel, such counsel being reasonably satisfactory to the Depositary, that the Depositary can do so. In the absence of an opinion from legal counsel as aforesaid, the Depositary shall not exercise any voting rights and shall have no liability to the applicable MSLA. Company or any Holder for any action taken or not taken as the case may be. Any requirement in the Conditions relating to the surrender of a GDR to the Depositary shall be satisfied by the production by Euroclear or Clearstream (b) Any non-cash Distribution as the case may be), on behalf of a person entitled to an interest therein, of such evidence of entitlement of such person as the Depositary may reasonably require, which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed expected to be a new Loan made certificate or other documents issued by Lender to Borrower Euroclear or Clearstream (and as the case may be). The delivery or production of any such evidence shall be considered to constitute Securities on Loan) as sufficient evidence, in favour of the date such non-cash Distribution is payable Depositary, any Agent and shall be subject to the provisions hereof; provided that Lender may, by giving Bank ten (10) Business Days' notice prior to Custodian of the date title of such non-cash Distribution person to receive (or such different amount of time as Bank may from time to time require on advice issue instructions for the receipt of) all moneys or other property payable or distributable and to Lender), direct Bank to request that the Borrower deliver such non-cash Distribution to Bank pursuant to the applicable MSLA, issue voting instructions in which case Bank shall credit such non-cash Distribution to the Account. (c) If, despite (a) and (b) Lender requests that Bank instruct the Borrower to deliver a non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to: (a) participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for Deposited Property represented by such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do so, Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do soGDR.

Distributions and Voting Rights. (i) Bank Lending Agent shall credit the Account pay to Custodian on payable date with for the benefit of the relevant Portfolio the amount of all cash Distributions (but for purposes of this Section 5(f) and of Section 7(b) hereof, the term "cash Distributions" shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) with respect to Securities on Loan over their record date that Lender the relevant Portfolio would have received if such Securities had been held by Lending Agent under the Custody Agreement custodial agreement between Lender and Lending Agent (acting as custodian), dated August __, 2005 had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Securities, BankLending Agent's obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any "Event of Default Default" (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank Lending Agent by Borrower and Bank Lending Agent has so credited the Account with such Distributions, Bank Lending Agent shall be subrogated to Lenderthe relevant Portfolio's rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender Lender, on behalf of the relevant Portfolio, shall promptly return any amount so credited upon oral or written notification from Bank thatLending Agent that such amount: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor therefore (as applicable) in the ordinary course of business or business, (b) such amount was incorrectly creditedcredited or (c) was not received from Custodian (in those cases, if any, where the same was to be received by Lending Agent from Custodian). If Lender Lender, on behalf of the relevant Portfolio, does not promptly return any amount upon such notification, Bank Lending Agent shall be entitled, upon oral or written notification to LenderLender of the amount in question, to reverse instruct Custodian to debit any such credit amount from the affected Account(s) and remit the same to Lending Agent and Lender hereby agrees that it shall, promptly upon the execution of this Lending Agreement, issue a standing instruction to Custodian to accept any such duly authorized instructions from Lending Agent. In the event that Custodian fails to so deliver any such amount, until such time as Lending Agent has recovered the full amount of the same, Lending Agent (regardless of anything that may be provided to the contrary in Section 8 hereof) shall have the right to retain a fee equal to 100% of the earnings and Loan Fees on Loans made by debiting the Account for the amount previously creditedaffected Account(s) as an offset against such amounts. (aA) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof and the applicable MSLA. (bB) Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender Lender, on behalf of the relevant Portfolio, to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender Lender, on behalf of such Portfolio, may, by giving Bank Lending Agent ten (10) Business Days' notice prior to the date of such non-cash Distribution (or such different amount of time as Bank Lending Agent may from time to time require on advice to Lender), direct Bank Lending Agent to request that the Borrower deliver such non-cash Distribution to Bank Lending Agent pursuant to the applicable MSLA, in which case Bank Lending Agent shall credit forward such non-cash Distribution to Custodian for credit to the relevant Portfolio's Account. (cC) If, despite (aA) and (bB) Lender requests that Bank Lending Agent instruct the Borrower to deliver a non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. Instructions with respect to voluntary corporate actions on Securities on Loan shall be handled as set forth in the Operating Agreement. In connection with the foregoing, it is understood and agreed that Lender shall instruct Custodian to pay to Lending Agent sufficient subscription funds in relation to corporate action events instructed by Lender (as and when needed) and that where such funds are received after the applicable Lending Agent cut-off time, Lending Agent shall use reasonable efforts to subscribe on Lender's behalf, but shall have no obligation to advance funds for such purpose. If, notwithstanding such reasonable efforts Lending Agent is unable to subscribe on Lender's behalf, Lending Agent shall promptly return the subscription funds to Custodian for the Lender's account. (iii) During the term of any Loan, Bank Lending Agent shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender A lending Portfolio shall not be entitled to: (a) to participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do so, Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do so.

Distributions and Voting Rights. (ia) Bank shall credit the Account on payable date with the amount of all cash Distributions (but for purposes of this Section 5(f) and Section 7(b) hereof, the term "cash Distributions" shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) All distributions with respect to Securities on Loan over their record date that Lender would have received under the Custody Agreement had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Securities, Bank's obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any Event of Default (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank by Borrower and Bank has so credited the Account with such Distributions, Bank shall be subrogated to Lender's rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Bank that: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course of business or (b) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and Pledged Interests shall be subject to the provisions hereof pledge hereunder, except for cash distributions permitted to be made under the Credit Agreement, which may be retained by the Pledgors so long as no Event of Default shall have occurred and be continuing, and shall be retained by the applicable MSLAPledgors free from any Lien hereunder. Upon the occurrence and during the continuance of any Event of Default, all such cash and other distributions shall be promptly delivered to the Agent if requested by the Agent (together, if the Agent shall request, with stock powers or instruments of assignment duly executed in blank affixed to any certificate representing any ownership interest or other security or negotiable document or instrument so distributed) to be held, released or disposed of by it hereunder or, at the option of the Agent, to be applied to the Secured Obligations hereby secured as they become due. (b) Any non-cash Distribution which is So long as no Event of Default shall have occurred and be continuing, the registration of the Collateral in the nature name of warrants any Pledgor shall not be changed and the Pledgors shall be entitled to exercise all voting and other rights and powers pertaining to the Collateral for all purposes not inconsistent with the terms hereof. (c) Upon the occurrence and during the continuance of any Event of Default, at the option of the Agent, all rights of the Pledgors to receive and retain distributions upon the Collateral shall cease and shall thereupon be vested in the Agent for the benefit of the Lenders. (d) Upon the occurrence and during the continuance of any Event of Default, at the option of the Agent, all rights of the Pledgors to exercise the voting or consensual rights and powers which it is authorized to purchase shares made exercise with respect to any Securities on Loan the Collateral pursuant to subsection (b) above shall cease and the Agent may thereupon (but shall not be deemed obligated to), at its request, cause such Collateral to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as registered in the name of the date Agent or its nominee or agent for the benefit of the Lenders and exercise such non-cash Distribution is payable voting or consensual rights and shall be subject powers as appertain to ownership of such Collateral, and to that end each Pledgor hereby appoints the Agent as its proxy, with full power of substitution, to vote and exercise all other rights as a partner (either general or limited, as applicable), member or other holder with respect to the provisions hereof; provided that Lender mayPledged Interests hereunder upon the occurrence and during the continuance of any Event of Default, by giving Bank ten (10) Business Days' notice which proxy is coupled with an interest and is irrevocable prior to termination of this Agreement as set forth 6 E-7 in Section 22 hereof, and each Pledgor hereby agrees to provide such further proxies as the date of such non-cash Distribution (or such different amount of time as Bank Agent may request; provided, however, that the Agent in its discretion may from time to time require on advice to Lender), direct Bank to request that the Borrower deliver such non-cash Distribution to Bank pursuant to the applicable MSLA, in which case Bank shall credit such non-cash Distribution to the Account. (c) If, despite (a) and (b) Lender requests that Bank instruct the Borrower to deliver a non-cash Distribution on its payable daterefrain from exercising, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to: (a) participate in obligated to exercise, any dividend reinvestment program with respect to Securities that are eligible for Loan (whether such voting or not actually on Loan) as of the applicable record date for consensual rights or such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do so, Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do soproxy.

Distributions and Voting Rights. (i) Bank The Trustee shall credit the Account on payable date with the amount of have all cash Distributions (but for purposes of this Section 5(f) voting rights and Section 7(b) hereof, the term "cash Distributions" shall not include any principal payment, whether paid upon the maturity of any debt Security or prior rights to its maturity) distributions with respect to Securities on Loan over their record date the Limited Partnership Interests held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Beneficiary. Any distribution paid prior to the discovery by the Partnership that Lender would the Limited Partnership Interests have received under been transferred to the Custody Agreement had Trustee shall be paid by the recipient of such Securities not been on Loan over record date; provideddistribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid to the Trustee when due. Any distribution so paid to the Trustee shall be held in the Charitable Trust for the Beneficiary. As described above, that the Prohibited Owner shall have no voting rights with respect to Non-U.S. Securities, Bank's obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any Event of Default (as defined Limited Partnership Interests held in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank by Borrower and Bank has so credited the Account with such DistributionsCharitable Trust and, Bank shall be subrogated to Lender's rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Bank that: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course of business or (b) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account for the amount previously credited. (a) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates effective as of the date such non-cash Distribution is payable and shall be subject that the Limited Partnership Interests have been transferred to the provisions hereof and Charitable Trust, the applicable MSLA. Trustee shall have the authority (bat the Trustee’s sole discretion) Any non-cash Distribution which is in the nature of warrants or rights (a) to purchase shares made with respect to rescind as void any Securities on Loan shall be deemed to be vote cast by a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender may, by giving Bank ten (10) Business Days' notice Prohibited Owner prior to the date of such non-cash Distribution (or such different amount of time as Bank may from time to time require on advice to Lender), direct Bank to request discovery by the Partnership that the Borrower deliver such non-cash Distribution to Bank pursuant Limited Partnership Interests have been transferred to the applicable MSLA, in which case Bank shall credit such non-cash Distribution to the Account. (c) If, despite (a) Trustee and (b) Lender requests to recast such vote in accordance with the desires of the Trustee acting for the exclusive benefit of the Beneficiary; provided, however, that Bank instruct if the Borrower to deliver a non-cash Distribution on its payable datePartnership has already taken irreversible action, and Borrower fails so to deliver then the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender Trustee shall not be entitled to: (a) participate in any dividend reinvestment program with respect have the authority to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for rescind and recast such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do so, Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securitiesvote. Notwithstanding the foregoingprovisions of this Section 11.8, Lender until the Partnership has received notification that Limited Partnership Interests have been transferred into a Charitable Trust, the Partnership shall be entitled to instruct Bank to recall Securities rely on Loan its partnership records for purposes of paying distributions and for purposes of preparing lists of Limited Partners entitled to vote at meetings, determining the validity and authority of proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board otherwise conducting votes of Trustees believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do soLimited Partners.

Distributions and Voting Rights. (i) Bank Lending Agent shall credit the Account pay to Custodian on payable date with for the benefit of the relevant Portfolio the amount of all cash Distributions (but for purposes of this Section 5(f) and of Section 7(b) hereof, the term "cash Distributions" shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) with respect to Securities on Loan over their record date that Lender the relevant Portfolio would have received if such Securities had been held by Lending Agent under the Custody Operating Agreement between Lender, Custodian and Lending Agent (acting as custodian), dated November 8, 2005 had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Securities, BankLending Agent's obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any "Event of Default Default" (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank Lending Agent by Borrower and Bank Lending Agent has so credited the Account with such Distributions, Bank Lending Agent shall be subrogated to Lenderthe relevant Portfolio's rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender Lender, on behalf of the relevant Portfolio, shall promptly return any amount so credited upon oral or written notification from Bank thatLending Agent that such amount: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor therefore (as applicable) in the ordinary course of business or business, (b) such amount was incorrectly creditedcredited or (c) was not received from Custodian (in those cases, if any, where the same was to be received by Lending Agent from Custodian). If Lender Lender, on behalf of the relevant Portfolio, does not promptly return any amount upon such notification, Bank Lending Agent shall be entitled, upon oral or written notification to LenderLender of the amount in question, to reverse instruct Custodian to debit any such credit amount from the affected Account(s) and remit the same to Lending Agent and Lender hereby agrees that it shall, promptly upon the execution of this Lending Agreement, issue a standing instruction to Custodian to accept any such duly authorized instructions from Lending Agent. In the event that Custodian fails to so deliver any such amount, until such time as Lending Agent has recovered the full amount of the same, Lending Agent (regardless of anything that may be provided to the contrary in Section 8 hereof) shall have the right to retain a fee equal to 100% of the earnings and Loan Fees on Loans made by debiting the Account for the amount previously creditedaffected Account(s) as an offset against such amounts. (aA) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof and the applicable MSLA. (bB) Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender Lender, on behalf of the relevant Portfolio, to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender Lender, on behalf of such Portfolio, may, by giving Bank Lending Agent ten (10) Business Days' notice prior to the date of such non-cash Distribution (or such different amount of time as Bank Lending Agent may from time to time require on advice to Lender), direct Bank Lending Agent to request that the Borrower deliver such non-cash Distribution to Bank Lending Agent pursuant to the applicable MSLA, in which case Bank Lending Agent shall credit forward such non-cash Distribution to Custodian for credit to the relevant Portfolio's Account. . (c) Q If, despite (aA) and (bB) Lender requests that Bank Lending Agent instruct the Borrower to deliver a non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the . Instructions with respect to voluntary corporate actions on Securities on Loan to shall be transferred into handled as set forth in the name of and be voted by the Borrower or others. Lender shall not be entitled to: (a) participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such SecuritiesOperating Agreement. In those markets where it is not practical or permissible to do soconnection with, Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being is understood and agreed that Lender shall instruct Custodian to pay to Lending Agent sufficient subscription funds in relation to corporate action events instructed by Lender (as and when needed) and that where such cases funds are received after the right applicable Lending Agent cut-off time, Lending Agent shall use reasonable efforts to vote shall be contingent subscribe on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees believes it necessary to so vote or consentbehalf, it being understood, however, that a Borrower has but shall have no obligation to so vote or consent and mayadvance funds for such purpose. If, in some circumstances, be notwithstanding such reasonable efforts Lending Agent is unable to do sosubscribe on Lender's behalf, Lending Agent shall promptly return the subscription funds to Custodian for the Lender's account.

Distributions and Voting Rights. (i1) Bank shall credit the Account Department’s account on payable date with the an amount of equivalent to all cash Distributions (but for purposes of this Section 5(f) and Section 7(b) hereof, the term "cash Distributions" shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) with respect to Securities on Loan over their record date that Lender the Department would have received under the Custody Agreement had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Securities, Bank's obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any Event of Default (as defined in the applicable MSLA). To the extent that amounts equivalent to cash Distributions are not delivered to Bank by a Borrower and Bank has so credited the Account Department’s account with such Distributions, Bank shall be subrogated to Lender's the Department’s rights against Borrower as provided in Section 7(d)5.6. In connection with the foregoing, Lender the Department shall promptly return any amount so credited upon oral or written notification notice from Bank thatBank: (a) that the Distribution to which such amount payment relates has not been paid by the issuer of the Securities or the paying agent therefor therefore (as applicable) in the ordinary course of business or (b) that such amount was incorrectly calculated or credited. If Lender the Department does not promptly return any such amount upon receipt of such notificationnotice, Bank shall be entitled, upon oral or written notification notice to Lenderthe Department, to reverse such credit by debiting the Account Department’s account for the amount previously credited. (a) Any non-cash Distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof of this Article and the applicable MSLA. (b) Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Loaned Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender may, by giving Bank ten (10) Business Days' notice prior to the date of such non-cash Distribution (or such different amount of time as Bank may from time to time require on advice to Lender), direct Bank to request that the Borrower deliver such non-cash Distribution to Bank pursuant to the applicable MSLA, in which case Bank shall credit such non-cash Distribution to the Account.Department to (c) IfIf upon Bank’s request on behalf of the Department, despite (a) and (b) Lender requests that Bank instruct the a Borrower fails to deliver a the non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 5.6 shall apply. (iii3) During the term of any Loan, Bank shall permit the Loaned Securities on Loan to be transferred into registered in the name of and be voted by the Borrower or othersBorrower. Lender The Department shall not be entitled to: (a) to participate in any dividend reinvestment program or to vote proxies with respect to any Loaned Security or Securities deposited or credited to the Securities Accounts that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do so, Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do so.

Distributions and Voting Rights. (i) Bank shall credit the Account on payable date with the amount of all cash Distributions (but for purposes of this Section 5(f) and of Section 7(b) hereof, the term "“cash Distributions" ” shall not include any principal payment, whether paid upon the maturity of any debt Security or prior to its maturity) with respect to Securities on Loan over their record date that Lender would have received under the Custody Agreement had such Securities not been on Loan over record date; provided, that with respect to Non-U.S. Securities, Bank's ’s obligation to credit the Account shall extend only to record dates (and Distributions made during the period of the relevant Loan) up to and including the date of any “Event of Default Default” (as defined in the applicable MSLA). To the extent that cash Distributions are not delivered to Bank by Borrower and Bank has so credited the Account with such Distributions, Bank shall be subrogated to Lender's ’s rights against Borrower as provided in Section 7(d). In connection with the foregoing, Lender shall promptly return any amount so credited upon oral or written notification from Bank that: (a) such amount has not been paid by the issuer of the Securities or the paying agent therefor (as applicable) in the ordinary course of business or (b) such amount was incorrectly credited. If Lender does not promptly return any amount upon such notification, Bank shall be entitled, upon oral or written notification to Lender, to reverse such credit by debiting the Account for the amount previously credited. (aii) (A) Any non-cash Distribution which is in the nature of a stock split or a stock dividend shall be added to the existing Loan to which such dividend relates as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof and the applicable MSLA. (b) Any non-cash Distribution which is in the nature of warrants or rights to purchase shares made with respect to any Securities on Loan shall be deemed to be a new Loan made by Lender to Borrower (and shall be considered to constitute Securities on Loan) as of the date such non-cash Distribution is payable and shall be subject to the provisions hereof; provided that Lender may, by giving Bank ten (10) Business Days' notice prior to the date of such non-cash Distribution (or such different amount of time as Bank may from time to time require on advice to Lender), direct Bank to request that the Borrower deliver such non-cash Distribution to Bank pursuant to the applicable MSLA, in which case Bank shall credit such non-cash Distribution to the Account. (c) If, despite (a) and (b) Lender requests that Bank instruct the Borrower to deliver a non-cash Distribution on its payable date, and Borrower fails so to deliver the non-cash Distribution, the indemnity provisions and corresponding subrogation rights set forth in Section 7 shall apply. (iii) During the term of any Loan, Bank shall permit the Securities on Loan to be transferred into the name of and be voted by the Borrower or others. Lender shall not be entitled to: (a) participate in any dividend reinvestment program with respect to Securities that are eligible for Loan (whether or not actually on Loan) as of the applicable record date for such Securities or (b) vote proxies with respect to Securities that are on Loan as of the applicable record date for such Securities. In those markets where it is not practical or permissible to do so, Lender shall not be entitled to vote proxies with respect to Securities that are eligible for Loan (but not actually on Loan) as of the applicable record date for such Securities. Notwithstanding the foregoing, Lender shall be entitled to instruct Bank to recall Securities on Loan to vote proxies (it being understood and agreed that in such cases the right to vote shall be contingent on such Securities being received back from Loan prior to any applicable proxy voting deadlines imposed by the issuer and Bank). Lender may also request that Bank obtain from a Borrower a commitment to vote or consent as directed with respect to a material event affecting Securities on Loan when Lender's Board of Trustees believes it necessary to so vote or consent, it being understood, however, that a Borrower has no obligation to so vote or consent and may, in some circumstances, be unable to do so.